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

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, represents and warrants to the Underwriter that: (a) The execution and delivery of this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership or similar action on the part of such Selling Stockholder; and such Selling Stockholder has full right and all corporate, limited partnership, limited liability company or similar power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Securities to be sold by such Selling Stockholder; and this Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (b) The sale of the Purchased Securities to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder, (B) result in any violation of the provisions of the certificate of incorporation or bylaws of such Selling Stockholder if such Selling Stockholder is a corporation, the Certificate of Formation or Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Certificate of Formation or Limited Liability Agreement or Operating Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or (C) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property of such Selling Stockholder, except for such violations in subparagraph (C) that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder; provided that no representation or warranty is made in this clause (b) with respect to the antifraud provisions of federal and state securities laws; (c) No consent, approval, authorization or order of, or qualification with, any court or governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, and for the sale and delivery of the Purchased Securities to be sold by such Selling Stockholder hereunder, except (A) as may be required under the Securities Act, the Exchange Act or the regulations thereunder, foreign or state securities laws (including “Blue Sky” laws) or the rules and regulations of the Financial Industry Regulatory Authority, Inc. or the New York Stock Exchange, (B) such as will have been obtained on or prior to the Closing Date, and (C) for such consents, approvals, authorizations, orders, registrations or qualifications as the failure to obtain or make of which would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations under this Agreement; (d) Such Selling Stockholder has immediately prior to the Closing Date good and valid title to the Purchased Securities to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims (other than pursuant to this Agreement and other than any such security interests, liens, encumbrances, equities and claims created by the Underwriter or resulting from any action by the Underwriter); the Purchased Securities to be sold by such Selling Stockholder are not subject to any option, warrant, put, call, right of first refusal or other right to purchase or otherwise acquire any such securities other than pursuant to this Agreement; (e) Such Selling Stockholder has executed and delivered to the Underwriter a lockup agreement in a form substantially to the effect set forth in Exhibit I hereto; (f) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Purchased Securities, except for any such actions as may be taken by the Underwriter as disclosed in the Pricing Disclosure Package and the Prospectus; (g) To the extent that any statements made in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Corporation by such Selling Stockholder expressly for use therein (the “Selling Stockholder Information”), such statements made in the Registration Statement and the Pricing Disclosure Package did not, and such statements made in the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, with respect to the Selling Stockholder Information; provided that each of the Corporation and the Underwriter acknowledges and agrees that for all purposes of this Agreement, the only Selling Stockholder Information is the statements pertaining to the name and address of such Selling Stockholder and the number of shares owned and the number of shares proposed to be sold by such Selling Stockholder (but, for avoidance of doubt, excluding percentages) under the caption “Principal and Selling Stockholders” in the Pricing Disclosure Package and the Prospectus; (h) Such Selling Stockholder will deliver to the Underwriter prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof); (i) Shares in book entry form representing all of the Purchased Securities to be sold by such Selling Stockholder will be held in registered book-entry form with Computershare Investor Services and, as of the Closing Date, will be subject to a duly executed transfer instruction on behalf of such Selling Stockholder; (j) The obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, by the dissolution of such Selling Stockholder, or by the occurrence of any other similar event; if any such Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Purchased Securities hereunder, shares in book-entry form representing the Purchased Securities shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement; (k) Such Selling Stockholder has been duly incorporated or formed and is validly existing as a corporation, limited liability company, general partnership or limited partnership, as applicable, in good standing under the laws of its jurisdiction of formation or incorporation; (l) Upon payment for the Purchased Securities to be sold by such Selling Stockholder, delivery of such Purchased Securities, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Purchased Securities in the name of Cede or such other nominee and the crediting by book entry of such Purchased Securities on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)) of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the New York UCC) to such Purchased Securities or any security entitlement in respect thereof), (i) DTC shall be a “protected purchaser” of such Purchased Securities within the meaning of Section 8-303 of the New York UCC, (ii) under Section 8-501 of the New York UCC, the Underwriter will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the New York UCC) in respect of such Purchased Securities, and (iii) to the extent governed by the provisions of Section 8-502 of the New York UCC, no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) to such Purchased Securities may be asserted against the Underwriter with respect to such security entitlement; it being understood that for, purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (A) such Purchased Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Corporation’s share registry in accordance with the Certificate of Incorporation and Bylaws of the Corporation and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the New York UCC and (C) appropriate book entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the New York UCC; and (m) Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than, if applicable, the Corporation and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Purchased Securities. Any certificate signed by any officer of such Selling Stockholder and delivered to the Underwriter or counsel for the Underwriter in connection with the offering of the Purchased Securities shall be deemed a representation and warranty by such Selling Stockholder, as to matters covered thereby, to the Underwriter and to the Corporation.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders, Stockholders severally and not jointly, represents and warrants to each Underwriter and the Underwriter Company that: (a) The All consents, approvals, authorizations and orders necessary for the execution and delivery of this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been duly authorized by all necessary corporate, partnership or similar action on the part of such Selling Stockholderobtained; and such Selling Stockholder has full right and all corporateright, limited partnership, limited liability company or similar power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Securities Shares to be sold by such Selling StockholderStockholder hereunder; and this Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (b) The execution, delivery and performance by such Selling Stockholder of this Agreement, and, the sale of the Purchased Securities Shares to be sold by such Selling Stockholder hereunder and the compliance consummation by such Selling Stockholder with all of the provisions of this Agreement and the consummation of the transactions contemplated herein contemplated or therein will not (Ai) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset of such Selling Stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property property, right or assets asset of such Selling Stockholder is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder, (Bii) result in any violation of the provisions of the certificate of incorporation charter or bylaws by-laws or similar organizational documents of such Selling Stockholder if such Selling Stockholder is a corporation, the Certificate of Formation or Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Certificate of Formation or Limited Liability Agreement or Operating Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or (Ciii) result in any the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over such Selling Stockholder or the property of such Selling Stockholder, except for such violations in subparagraph (C) that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder; provided that no representation or warranty is made in this clause (b) with respect to the antifraud provisions of federal and state securities laws;regulatory agency. (c) No consent, approval, authorization or order of, or qualification with, any court or governmental body or agency is required for the performance by such Such Selling Stockholder of its obligations under this Agreement, has good and for valid title to the sale and delivery of the Purchased Securities Shares to be sold at the Closing Date or the Option Closing Date, as the case may be, by such Selling Stockholder hereunder, except (A) as may be required under the Securities Act, the Exchange Act or the regulations thereunder, foreign or state securities laws (including “Blue Sky” laws) or the rules and regulations of the Financial Industry Regulatory Authority, Inc. or the New York Stock Exchange, (B) such as will have been obtained on or prior to the Closing Date, and (C) for such consents, approvals, authorizations, orders, registrations or qualifications as the failure to obtain or make of which would not, individually or in the aggregate, have a material adverse effect on the ability of ; such Selling Stockholder to perform its obligations under this Agreement; (d) Such Selling Stockholder has will have, immediately prior to the Closing Date or the Option Closing Date, as the case may be, good and valid title to the Purchased Securities Shares to be sold at the Closing Date by such Selling Stockholder hereunderStockholder, free and clear of all liens, encumbrances, equities or claims (other than adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to this Agreement such Shares, free and other than any such security interests, clear of all liens, encumbrances, equities and claims created by or adverse claims, will pass to the Underwriter or resulting from any action by the Underwriter); the Purchased Securities to be sold by such Selling Stockholder are not subject to any option, warrant, put, call, right of first refusal or other right to purchase or otherwise acquire any such securities other than pursuant to this Agreement;several Underwriters. (e) Such Selling Stockholder has executed and delivered to the Underwriter a lockup agreement in a form substantially to the effect set forth in Exhibit I hereto; (fd) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might that could reasonably be expected to cause or result in any stabilization or manipulation of the price of any security the Shares (including the Repurchased Shares). (e) The Time of Sale Prospectus, at the Applicable Time did not, and as of the Corporation Closing Date or the Option Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to facilitate state a material fact necessary in order to make the sale or resale statements therein, in the light of the Purchased Securitiescircumstances under which they were made, except for any such actions as may be taken by the Underwriter as disclosed in the Pricing Disclosure Package and the Prospectus; (g) To the extent that any statements made in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with not misleading. The preceding sentence applies only to written information furnished to the Corporation Company by the Selling Stockholder specifically for use in the Time of Sale Prospectus, it being understood and agreed that the only such information consists of the name, address, the number of shares of Common Stock being offered by such Selling Stockholder expressly for use therein and the number of Shares beneficially owned by such Selling Stockholder (the “Selling Stockholder Information”), such statements made in . (f) As of the applicable effective date of the Registration Statement and the Pricing Disclosure Package did notany post-effective amendment thereto, and such statements made in the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become any such post-effective or are filed amendment complied and will comply in all material respects with the CommissionSecurities Act, as the case may be, and did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Option Closing Date, as the case may be, the Prospectus 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, with respect not misleading. The preceding sentence applies only to the Selling Stockholder Information; provided that each . (g) As of the Corporation date hereof and as of the Underwriter acknowledges Closing Date and agrees that for all purposes as of this Agreementthe Option Closing Date, as the case may be, the only sale of the Shares by such Selling Stockholder Information is not and will not be prompted by any material information concerning the statements pertaining Company which is not set forth in the Registration Statement, Time of Sale Prospectus or the Prospectus. (i) None of such Selling Stockholder or its subsidiaries or affiliates, or any director, executive officer or employee thereof or, to such Selling Stockholder’s knowledge, any agent or representative of such Selling Stockholder or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any person to improperly influence official action by that person for the benefit of such Selling Stockholder or its subsidiaries or affiliates, or to otherwise secure any improper advantage, or to any person in violation of the Anti-Corruption Laws; (ii) such Selling Stockholder and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and no investigation, inquiry, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder or any of its subsidiaries with respect to the name Anti-Corruption Laws is pending or, to the knowledge of such Selling Stockholder, threatened and address such Selling Stockholder and its subsidiaries and affiliates have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) neither such Selling Stockholder nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (i) The operations of such Selling Stockholder and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting laws and regulations, including those of the number Bank Secrecy Act, as amended by Title III of shares owned the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the number applicable anti-money laundering statutes of shares proposed to be sold by jurisdictions where such Selling Stockholder and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (butcollectively, for avoidance the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder or any of doubtits subsidiaries with respect to the Anti-Money Laundering Laws is pending or, excluding percentagesto the knowledge of such Selling Stockholder, threatened. Such Selling Stockholder and its subsidiaries and affiliates have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with the Anti-Money Laundering Laws, and with the representations and warranties contained herein. (i) under None of such Selling Stockholder, any of its subsidiaries, or any director, officer, employee, agent, affiliate or representative of such Selling Stockholder or any of its subsidiaries, is an individual or entity that is, or is owned or controlled by one or more persons that are: (A) the caption subject of any sanctions administered or enforced by the United States Government (including the U.S. Department of Treasury’s Office of Foreign Assets Control (“Principal and Selling Stockholders” in the Pricing Disclosure Package OFAC”) and the Prospectus;U.S. Department of State), the United Nations Security Council (“UNSC”), the European Union (“EU”), His Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), or (hB) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic or the so-called Luhansk People’s Republic regions of Ukraine or any other covered region of Ukraine identified pursuant to Executive Order 14065). (ii) Such Selling Stockholder will deliver not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to the Underwriter prior any subsidiary, joint venture partner or other person: (A) to fund or facilitate any activities or business of or with any person or in any country or territory that, at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (time of such funding or other applicable form or statement specified by Treasury Department regulations in lieu thereof)facilitation, is the subject of Sanctions; (iB) Shares to fund or facilitate any money laundering or terrorist financing activities or (C) in book entry form representing all any other manner that will result in a violation of Sanctions or Anti-Money Laundering Laws by any person (including any person participating in the Purchased Securities to be sold by offering, whether as underwriter, advisor, investor or otherwise). (iii) For the past 5 years, such Selling Stockholder and its subsidiaries have not engaged in, are not now engaged in, and will be held not engage in registered book-entry form any dealings or transactions with Computershare Investor Services andany person, as or in any country or territory, that at the time of the Closing Datedealing or transaction is or was, or whose government is or was, the subject of Sanctions. Such Selling Stockholder and its subsidiaries have conducted and will be subject to a duly executed transfer instruction on behalf of conduct their businesses in compliance with Sanctions, and no investigation, inquiry, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder; (j) The obligations Stockholder or any of its subsidiaries with respect to Sanctions is pending or, to the Selling Stockholders hereunder shall not be terminated by operation of law, by the dissolution knowledge of such Selling Stockholder, or by the occurrence of any other similar event; if any such threatened. Such Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Purchased Securities hereunder, shares in book-entry form representing the Purchased Securities shall be delivered by or on behalf of such Selling Stockholder in accordance and its subsidiaries and affiliates have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with Sanctions and with the terms representations and conditions of this Agreement;warranties contained herein. (k) Such Selling Stockholder has been duly incorporated or formed organized and is validly existing as a corporation, limited liability company, general partnership or limited partnership, as applicable, and in good standing under the laws of its jurisdiction respective jurisdictions of formation or incorporation;organization. (l) Such Selling Stockholder is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Code or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (m) Upon payment for the Purchased Securities Shares to be sold by such Selling StockholderStockholder pursuant to this Agreement, delivery of such Purchased SecuritiesShares, as directed by the UnderwriterUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Purchased Securities Shares in the name of Cede or such other nominee and the crediting by book entry of such Purchased Securities Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)) of the Underwriter Underwriters (assuming that neither DTC nor the any such Underwriter has notice of any “adverse claim” claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Purchased Securities or any security entitlement in respect thereofShares), (iA) DTC shall be a “protected purchaser” of such Purchased Securities Shares within the meaning of Section 8-303 of the New York UCC, (iiB) under Section 8-501 of the New York UCC, the Underwriter Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102(a)(17) of the New York UCC) in respect of such Purchased Securities, and (iii) to the extent governed by the provisions of Section 8-502 of the New York UCC, no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) , to such Purchased Securities Shares may be asserted against the Underwriter Underwriters with respect to such security entitlement; it being understood that for, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (Ax) such Purchased Securities Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the CorporationCompany’s share registry in accordance with the Certificate its certificate of Incorporation and Bylaws of the Corporation incorporation, bylaws and applicable law, (By) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the New York UCC and (Cz) appropriate book entries to the accounts of the Underwriter several Underwriters on the records of DTC will have been made pursuant to the New York UCC; and (m) Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than, if applicable, the Corporation and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Purchased Securities. Any certificate signed by any officer of such Selling Stockholder and delivered to the Underwriter or counsel for the Underwriter in connection with the offering of the Purchased Securities shall be deemed a representation and warranty by such Selling Stockholder, as to matters covered thereby, to the Underwriter and to the Corporation.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, Stockholders represents and warrants to to, and agrees with, each of the Underwriter several Underwriters and the Company that: (a) The execution Such Selling Stockholder has duly executed and delivery delivered this Agreement and this Agreement constitutes the valid and binding agreement of such Selling Stockholder enforceable against such Selling Stockholder in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws of general applicability relative to or affecting creditors' rights generally or by general principles of equity whether considered at law or equity and except to the extent enforcement of the indemnification provisions set forth in Section 8 of this Agreement may be limited by federal or state securities laws or the public policy underlying such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership or similar action on the part of such Selling Stockholder; and such Selling Stockholder has full right and all corporate, limited partnership, limited liability company or similar power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Securities to be sold by such Selling Stockholder; and this Agreement has been duly authorized, executed and delivered by such Selling Stockholderlaws. (b) The No consent, approval, authorization, order or declaration of or from, or registration, qualification or filing with, any court or governmental agency or body is required for the sale of the Purchased Securities Shares to be sold by such Selling Stockholder hereunder or the consummation of the transactions contemplated by this Agreement, except the registration of such Shares under the 1933 Act (which, if the Registration Statement is not effective as of the time of execution hereof, shall be obtained as provided in this Agreement) and such as may be required under state securities or blue sky laws in connection with the compliance offer, sale and distribution of such Shares by the Underwriters. (c) The sale of the Shares to be sold by such Selling Stockholder with all of and the provisions performance of this Agreement and the consummation of the transactions herein contemplated will not conflict with, or (A) conflict with or without the giving of notice or the passage of time or both) result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property its properties or assets of such Selling Stockholder is subject, except for nor will such conflicts, breaches, violations action conflict with or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder, (B) result in violate any violation provision of the provisions of the certificate of incorporation charter or bylaws of such Selling Stockholder if such Selling Stockholder is a corporationor any statute, the Certificate of Formation rule or Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Certificate of Formation or Limited Liability Agreement or Operating Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or (C) result in any violation of any statute regulation or any order, rule judgment or regulation decree of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property any of such Selling Stockholder, except for such violations in subparagraph (C) that would not, individually 's properties or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder; provided that no representation or warranty is made in this clause (b) with respect to the antifraud provisions of federal and state securities laws; (c) No consent, approval, authorization or order of, or qualification with, any court or governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, and for the sale and delivery of the Purchased Securities to be sold by such Selling Stockholder hereunder, except (A) as may be required under the Securities Act, the Exchange Act or the regulations thereunder, foreign or state securities laws (including “Blue Sky” laws) or the rules and regulations of the Financial Industry Regulatory Authority, Inc. or the New York Stock Exchange, (B) such as will have been obtained on or prior to the Closing Date, and (C) for such consents, approvals, authorizations, orders, registrations or qualifications as the failure to obtain or make of which would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations under this Agreement;assets. (d) Such Selling Stockholder has immediately prior to the Closing Date good and valid title to the Purchased Securities Shares to be sold by such Selling Stockholder hereunder, free and clear of all liens, security interests, pledges, charges, encumbrances, defects, shareholders' agreements, voting trusts, equities or claims (other than pursuant of any nature whatsoever; and, upon delivery of such Shares against payment therefor as provided herein, good and valid title to this Agreement such Shares, free and other than any such clear of all liens, security interests, lienspledges, charges, encumbrances, defects, shareholders' agreements, voting trusts, equities and or claims created by of any nature whatsoever, will pass to the Underwriter or resulting from any action by the Underwriter); the Purchased Securities to be sold by such Selling Stockholder are not subject to any option, warrant, put, call, right of first refusal or other right to purchase or otherwise acquire any such securities other than pursuant to this Agreement;several Underwriters. (e) Such Selling Stockholder has executed and delivered to the Underwriter a lockup agreement in a form substantially to the effect set forth in Exhibit I hereto; (f) Such Selling Stockholder Shareholder has not taken taken, and will not take, directly or indirectly, any action which that is designed to to, or which has constituted or which that might reasonably be expected to to, cause or result in or constitute the stabilization or manipulation of the price of any security of the Corporation Company or to facilitate the sale or resale of the Purchased Securities, except for any such actions as may be taken by the Underwriter as disclosed in the Pricing Disclosure Package and the Prospectus; (g) To the extent that any statements made in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Corporation by such Selling Stockholder expressly for use therein (the “Selling Stockholder Information”), such statements made in the Registration Statement and the Pricing Disclosure Package did not, and such statements made in the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, with respect to the Selling Stockholder Information; provided that each of the Corporation and the Underwriter acknowledges and agrees that for all purposes of this Agreement, the only Selling Stockholder Information is the statements pertaining to the name and address of such Selling Stockholder and the number of shares owned and the number of shares proposed to be sold by such Selling Stockholder (but, for avoidance of doubt, excluding percentages) under the caption “Principal and Selling Stockholders” in the Pricing Disclosure Package and the Prospectus; (h) Such Selling Stockholder will deliver to the Underwriter prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof); (i) Shares in book entry form representing all of the Purchased Securities to be sold by such Selling Stockholder will be held in registered book-entry form with Computershare Investor Services and, as of the Closing Date, will be subject to a duly executed transfer instruction on behalf of such Selling Stockholder; (j) The obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, by the dissolution of such Selling Stockholder, or by the occurrence of any other similar event; if any such Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Purchased Securities hereunder, shares in book-entry form representing the Purchased Securities shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement; (k) Such Selling Stockholder has been duly incorporated or formed and is validly existing as a corporation, limited liability company, general partnership or limited partnership, as applicable, in good standing under the laws of its jurisdiction of formation or incorporation; (l) Upon payment for the Purchased Securities to be sold by such Selling Stockholder, delivery of such Purchased Securities, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Purchased Securities in the name of Cede or such other nominee and the crediting by book entry of such Purchased Securities on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)) of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the New York UCC) to such Purchased Securities or any security entitlement in respect thereof), (i) DTC shall be a “protected purchaser” of such Purchased Securities within the meaning of Section 8-303 of the New York UCC, (ii) under Section 8-501 of the New York UCC, the Underwriter will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the New York UCC) in respect of such Purchased Securities, and (iii) to the extent governed by the provisions of Section 8-502 of the New York UCC, no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) to such Purchased Securities may be asserted against the Underwriter with respect to such security entitlement; it being understood that for, purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (A) such Purchased Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Corporation’s share registry in accordance with the Certificate of Incorporation and Bylaws of the Corporation and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the New York UCC and (C) appropriate book entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the New York UCC; and (m) Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than, if applicable, the Corporation and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Purchased Securities. Any certificate signed by any officer of such Selling Stockholder and delivered to the Underwriter or counsel for the Underwriter in connection with the offering of the Purchased Securities shall be deemed a representation and warranty by such Selling Stockholder, as to matters covered thereby, to the Underwriter and to the CorporationShares.

Representations and Warranties of the Selling Stockholders. Each of the Selling StockholdersStockholder, severally and not jointly, represents and warrants to the each Underwriter that: (a) The execution and such Selling Stockholder at the time of delivery of this Agreement such Shares will be, the lawful owner of the number of Shares to be sold by such Selling Stockholder pursuant to this Agreement 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 other defect in title; (b) such Selling Stockholder will be the sole registered owner of the Shares to be sold by such Selling Stockholder; such Selling Stockholder will have full legal right and power to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided in this Agreement; and upon payment for and delivery of the Shares in accordance with the Underwriting Agreement, the Underwriters will acquire all of the rights of such Selling Stockholder in the Shares and will also acquire their interest in such Shares free of any adverse claim; (c) no approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency is required in connection with the sale of the Shares by such Selling Stockholder or the consummation by such Selling Stockholder of the transactions contemplated hereby other than registration of the Shares under the Act, any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriters or under the rules and regulations of the NASD and qualification of the Shares for quotation on NASDAQ; (d) the execution, delivery and performance of this Agreement have been duly authorized Agreement, by all necessary corporate, partnership or similar action on the part of such Selling Stockholder; and such Selling Stockholder has full right and all corporate, limited partnership, limited liability company or similar power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Securities sale of the Shares to be sold by such Selling Stockholder; and this Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (b) The sale of the Purchased Securities to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with all of the provisions of this Agreement and the consummation of the transactions herein contemplated hereby will not (A) conflict with or with, result in a any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of the terms time or provisions of, both would result in any breach or violation of or constitute a default under) the charter or by-laws of such Selling Stockholder, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which such Selling Stockholder is a party or by which it or any of its properties may be bound or affected, or any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to such Selling Stockholder; (e) this Agreement; the Custody Agreement between American Stock Transfer & Trust Company, as custodian, and each Selling Stockholder (the “Custody Agreement”); the Irrevocable Power of Attorney of Selling Stockholder (the “Power of Attorney”); and the Lock-Up Agreement (in the form set forth as Exhibit A hereto) have been duly authorized, executed and delivered by such Selling Stockholder and each is bound or to which any of the property or assets a legal, valid and binding agreement of such Selling Stockholder is subjectenforceable in accordance with its terms, except for as enforceablility might have been limited by general equitable principles, bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general equity principles and to limitations on availability of equitable relief, and except as to those provisions relating to indemnity or contribution; (f) when the Registration Statement became effective and at all times subsequent thereto through the later of the additional time of purchase or the termination of the offering of the Shares, the information concerning such conflicts, breaches, violations Selling Stockholder furnished in writing by or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability behalf of such Selling Stockholder to perform its obligations hereunderthe Company for use in the Registration Statement and Prospectus, (B) result in and any violation of the provisions of the certificate of incorporation supplements or bylaws of amendments thereto as relate to such Selling Stockholder if 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; (g) such Selling Stockholder is a corporationhas duly and irrevocably authorized the Representative of the Selling Stockholders, the Certificate of Formation or Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Certificate of Formation or Limited Liability Agreement or Operating Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or (C) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property on behalf of such Selling Stockholder, except for such violations to execute and deliver this Agreement and any other document necessary or desirable in subparagraph (C) that would not, individually or in connection with the aggregate, have a material adverse effect on transactions contemplated thereby and to deliver the ability of such Selling Stockholder to perform its obligations hereunder; provided that no representation or warranty is made in this clause (b) with respect to the antifraud provisions of federal and state securities laws; (c) No consent, approval, authorization or order of, or qualification with, any court or governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, and for the sale and delivery of the Purchased Securities Shares to be sold by such Selling Stockholder hereunder, except and receive payment therefor pursuant hereto; (Ah) as may be required under the Securities Act, the Exchange Act or the regulations thereunder, foreign or state securities laws (including “Blue Sky” laws) or the rules and regulations of the Financial Industry Regulatory Authority, Inc. or the New York Stock Exchange, (B) such as will have been obtained on or prior to the Closing Date, and (C) for such consents, approvals, authorizations, orders, registrations or qualifications as the failure to obtain or make of which would not, individually or in the aggregate, have a material adverse effect on the ability sale of such Selling Stockholder to perform its obligations under this Agreement; (d) Such Selling Stockholder has immediately prior to the Closing Date good and valid title to the Purchased Securities to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims (other than Stockholder’s Shares pursuant to this Agreement and other than is not prompted by any such security interests, liens, encumbrances, equities and claims created by material information concerning the Underwriter or resulting from any action by Company which is not set forth in the Underwriter)Prospectus; the Purchased Securities to be sold by and (i) neither such Selling Stockholder are not subject nor, to such Selling Stockholder’s knowledge, any optionof its directors, warrantofficers, put, call, right of first refusal affiliates or other right to purchase or otherwise acquire any such securities other than pursuant to this Agreement; (e) Such Selling Stockholder controlling persons has executed and delivered to the Underwriter a lockup agreement in a form substantially to the effect set forth in Exhibit I hereto; (f) Such Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action which is designed to designed, or which has constituted or which might reasonably be expected to cause or result in in, under the Exchange Act or otherwise, the unlawful stabilization or manipulation of the price of any security of the Corporation Company to facilitate the sale or resale of the Purchased SecuritiesShares, except for any such actions as may be taken contemplated by the Underwriter as disclosed in the Pricing Disclosure Package and the Prospectus; (g) To the extent that any statements made in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Corporation by such Selling Stockholder expressly for use therein (the “Selling Stockholder Information”), such statements made in the Registration Statement and the Pricing Disclosure Package did not, and such statements made in the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, with respect to the Selling Stockholder Information; provided that each of the Corporation and the Underwriter acknowledges and agrees that for all purposes of this Agreement. In addition, the only any certificate signed by a Selling Stockholder Information is the statements pertaining to the name and address Stockholder, if applicable, officer of such Selling Stockholder and or the number of shares owned and the number of shares proposed to be sold by such Selling Stockholder (but, for avoidance of doubt, excluding percentages) under the caption “Principal and Selling Stockholders” in the Pricing Disclosure Package and the Prospectus; (h) Such Selling Stockholder will deliver to the Underwriter prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof); (i) Shares in book entry form representing all of the Purchased Securities to be sold by such Selling Stockholder will be held in registered book-entry form with Computershare Investor Services and, as of the Closing Date, will be subject to a duly executed transfer instruction on behalf of such Selling Stockholder; (j) The obligations Representative of the Selling Stockholders hereunder shall not be terminated by operation of law, by the dissolution of such Selling Stockholder, or by the occurrence of any other similar event; if any such Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Purchased Securities hereunder, shares in book-entry form representing the Purchased Securities shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement; (k) Such Selling Stockholder has been duly incorporated or formed and is validly existing as a corporation, limited liability company, general partnership or limited partnership, as applicable, in good standing under the laws of its jurisdiction of formation or incorporation; (l) Upon payment for the Purchased Securities to be sold by such Selling Stockholder, delivery of such Purchased Securities, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Purchased Securities in the name of Cede or such other nominee and the crediting by book entry of such Purchased Securities on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)) of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the New York UCC) to such Purchased Securities or any security entitlement in respect thereof), (i) DTC shall be a “protected purchaser” of such Purchased Securities within the meaning of Section 8-303 of the New York UCC, (ii) under Section 8-501 of the New York UCC, the Underwriter will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the New York UCC) in respect of such Purchased Securities, and (iii) to the extent governed by the provisions of Section 8-502 of the New York UCC, no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) to such Purchased Securities may be asserted against the Underwriter with respect to such security entitlement; it being understood that for, purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (A) such Purchased Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Corporation’s share registry in accordance with the Certificate of Incorporation and Bylaws of the Corporation and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the New York UCC and (C) appropriate book entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the New York UCC; and (m) Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than, if applicable, the Corporation and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Purchased Securities. Any certificate signed by any officer of such Selling Stockholder and delivered to the Underwriter Underwriters or counsel for the Underwriter Underwriters in connection with the offering of the Purchased Securities Shares shall be deemed to be a representation and warranty by such Selling Stockholder, Stockholder as to matters covered thereby, to the Underwriter and to the Corporationeach Underwriter.

Representations and Warranties of the Selling Stockholders. Each of the Selling StockholdersStockholder, severally and not jointly, represents and warrants to to, and agrees with, each of the Underwriter Underwriters and the Company that: (a) The All consents, approvals, authorizations and orders necessary for the execution and delivery of this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of this Agreement, the transactions contemplated Custody Agreement (as defined below) and the Power of Attorney (as defined below), and for the sale and delivery of the Shares to be sold by this Agreement such Selling Stockholder hereunder, have been duly authorized by all necessary corporate, partnership or similar action on the part of such Selling Stockholderobtained; and such Selling Stockholder has full right and all corporateright, limited partnership, limited liability company or similar power and authority to enter into this Agreement, the Custody Agreement and the Power-of-Attorney and to sell, assign, transfer and deliver the Purchased Securities Shares to be sold by such Selling Stockholder; and this Agreement has been duly authorized, executed and delivered by such Selling StockholderStockholder hereunder. (b) The sale of the Purchased Securities Shares to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with all of the provisions of this Agreement, the Custody Agreement and the Power of Attorney and the consummation of the transactions herein and therein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, except for nor will such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder, (B) action result in any violation of the provisions of the certificate of incorporation or bylaws by-laws of such Selling Stockholder if such Selling Stockholder is a corporation, the Certificate of Formation or Partnership Agreement partnership agreement of such Selling Stockholder if such Selling Stockholder is a partnership, partnership or the Certificate of Formation or Limited Liability Agreement or Operating Agreement other governing documents of such Selling Stockholder if such Selling Stockholder is not a limited liability companycorporation or a partnership, or (C) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property of such Selling Stockholder, Stockholder (except for such violations of statutes, orders, rules or regulations which would not reasonably be expected to result in subparagraph (C) that would not, individually or in the aggregate, have a any material adverse effect on change, or any development involving a prospective material adverse change, in or affecting the ability general affairs, management, the consolidated financial position, stockholders’ equity or results of operations of such Selling Stockholder to perform its obligations hereunder; provided that no representation or warranty is made in this clause (b) with respect to the antifraud provisions of federal and state securities laws;Stockholder). (c) No consent, approval, authorization or order of, or qualification with, any court or governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, and for the sale and delivery of the Purchased Securities to be sold by such Selling Stockholder hereunder, except (A) as may be required under the Securities Act, the Exchange Act or the regulations thereunder, foreign or state securities laws (including “Blue Sky” laws) or the rules and regulations of the Financial Industry Regulatory Authority, Inc. or the New York Stock Exchange, (B) such as will have been obtained on or prior to the Closing Date, and (C) for such consents, approvals, authorizations, orders, registrations or qualifications as the failure to obtain or make of which would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations under this Agreement; (d) Such Selling Stockholder has has, and immediately prior to the Closing Date (as defined in Section 5 below) and each Option Closing Date (as defined in Section 3 below) such Selling Stockholder will have, good and valid title to the Purchased Securities Shares to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims claims; and, assuming that each Underwriter acquires a securities entitlement (other than pursuant to this Agreement within the meaning of Sections 8-102(a)(17) and other than any such security interests, liens, encumbrances, equities and claims created by 8-501 of the Underwriter or resulting from any action by Uniform Commercial Code (the Underwriter“UCC”); ) in the Purchased Securities to be sold Shares transferred by such Selling Stockholder are not subject by having such Shares credited to any optionthe securities account or accounts of such Underwriter maintained with The Depository Trust Company (“DTC”) or another securities intermediary, warrant, put, call, right of first refusal or other right to purchase or otherwise acquire any and makes payment for such securities other than pursuant to Shares as provided in this Agreement;, in each case without notice of any adverse claim (within the meaning of Sections 8-105 and 8-502 of the UCC), the Underwriters will acquire such Shares free of any adverse claim (within the meaning of Section 8-102 of the UCC). (ed) Such Selling Stockholder has executed and delivered to will comply with the Underwriter a lockup agreement in a form substantially to the effect selling restrictions set forth in the Form of Lock-up Agreement attached hereto as Exhibit I hereto;A. (fe) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Corporation Company to facilitate the sale or resale of the Purchased Securities, except for any such actions as may be taken by the Underwriter as disclosed in the Pricing Disclosure Package and the Prospectus;Shares. (gf) To the extent that any statements made in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto are made in reliance upon The preliminary prospectus and in conformity with written information furnished to the Corporation by such Selling Stockholder expressly for use therein (the “Selling Stockholder Information”), such statements made in the Registration Statement and the Pricing Disclosure Package did not, and such statements made in the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not not, contain any an untrue statement of a material fact or omit to state any therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light solely as a result of the circumstances under which they were made, inclusion of a statement or omission of a statement made in reliance upon and in conformity with respect written information relating to the Selling Stockholder Information; provided that each of the Corporation and the Underwriter acknowledges and agrees that for all purposes of this Agreement, the only Selling Stockholder Information is the statements pertaining to the name and address of such Selling Stockholder and furnished to the number Company by such Selling Stockholder expressly for use therein. (g) Certificates in negotiable form representing all of shares owned and the number of shares proposed Shares to be sold by such Selling Stockholder (buthereunder have been placed in custody under a Custody Agreement, for avoidance of doubt, excluding percentages) under the caption “Principal and Selling Stockholders” in the Pricing Disclosure Package form heretofore furnished to you (the “Custody Agreement”), duly executed and the Prospectus; (h) Such delivered by such Selling Stockholder will deliver to the Underwriter prior Company, as custodian (the “Custodian”), and such Selling Stockholder has duly executed and delivered a Power of Attorney, in the form heretofore furnished to or at you (the Closing Date a properly completed “Power of Attorney”), appointing Jxxx-Xxxxxx Sommadossi and executed United States Treasury Department Form W-9 Axxxxx X. Xxxxxxxx, and each of them, as such Selling Stockholder’s attorneys-in-fact (or other applicable form or statement specified the “Attorneys-in-Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to determine the purchase price to be paid by Treasury Department regulations the Underwriters to the Selling Stockholders as provided in lieu thereof); (i) Shares in book entry form representing all Section 3 hereof, to authorize the delivery of the Purchased Securities Shares to be sold by such Selling Stockholder will be held in registered book-entry form with Computershare Investor Services and, as of the Closing Date, will be subject hereunder and otherwise to a duly executed transfer instruction act on behalf of such Selling Stockholder;Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement. (jh) The Shares represented by the certificates held in custody for such Selling Stockholder under the Custody Agreement are subject to the interests of the Underwriters hereunder; the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable; the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership or corporation, by the dissolution of such Selling Stockholderpartnership or corporation, or by the occurrence of any other similar event; if any such individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership or corporation should be dissolved, or if any other such event should occur, before the delivery of the Purchased Securities Shares hereunder, shares in book-entry form certificates representing the Purchased Securities Shares shall be delivered by or on behalf of such the Selling Stockholder Stockholders in accordance with the terms and conditions of this Agreement; (k) Such Selling Stockholder has been duly incorporated or formed Agreement and is validly existing as a corporation, limited liability company, general partnership or limited partnership, as applicable, in good standing under of the laws of its jurisdiction of formation or incorporation; (l) Upon payment for the Purchased Securities to be sold by such Selling Stockholder, delivery of such Purchased Securities, as directed Custody Agreements; and actions taken by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Purchased Securities in the name of Cede or such other nominee and the crediting by book entry of such Purchased Securities on the books of DTC to securities accounts (within the meaning of Section 8Attorneys-501(a) of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)) of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any “adverse claim” (within the meaning of Section 8in-105 of the New York UCC) to such Purchased Securities or any security entitlement in respect thereof), (i) DTC shall be a “protected purchaser” of such Purchased Securities within the meaning of Section 8-303 of the New York UCC, (ii) under Section 8-501 of the New York UCC, the Underwriter will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the New York UCC) in respect of such Purchased Securities, and (iii) to the extent governed by the provisions of Section 8-502 of the New York UCC, no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) to such Purchased Securities may be asserted against the Underwriter with respect to such security entitlement; it being understood that for, purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (A) such Purchased Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Corporation’s share registry in accordance with the Certificate of Incorporation and Bylaws of the Corporation and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the New York UCC and (C) appropriate book entries to the accounts of the Underwriter on the records of DTC will have been made Fact pursuant to the New York UCC; and (m) Neither Powers of Attorney shall be as valid as if such Selling Stockholder nor death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Attorneys-in-Fact, or any person acting on behalf of them, shall have received notice of such Selling Stockholder (death, incapacity, termination, dissolution or other than, if applicable, the Corporation and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Purchased Securities. Any certificate signed by any officer of such Selling Stockholder and delivered to the Underwriter or counsel for the Underwriter in connection with the offering of the Purchased Securities shall be deemed a representation and warranty by such Selling Stockholder, as to matters covered thereby, to the Underwriter and to the Corporationevent.

Representations and Warranties of the Selling Stockholders. Each of the The Selling StockholdersStockholders severally, severally and not jointly, represents represent and warrants to warrant to, and agree with, each of the Underwriter several Underwriters that: (a) The execution and delivery of this Agreement has been duly executed and delivered by such Selling Stockholder, and is the valid, binding agreement of such Selling (b) Such Selling Stockholder has full legal right and authority to enter into this Agreement. The execution, delivery and performance by each Selling Stockholder of this Agreement and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership or similar action on the part of such Selling Stockholder; and such Selling Stockholder has full right and all corporate, limited partnership, limited liability company or similar power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Securities to be sold by such Selling Stockholder; and this Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (b) The sale of the Purchased Securities to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with all of the provisions of this Agreement and the consummation of the transactions herein contemplated hereby will not (A) conflict with or result in a breach or violation of any of the terms or provisions ofprovisions, or constitute a default underor cause an acceleration of any obligation under any material license, any indenture, lease, mortgage, deed of trust, loan agreement bank loan, credit agreement, or other material agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound bound, or to which any of the property or assets of such Selling Stockholder is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder, (B) result in any violation of the provisions of the certificate of incorporation or bylaws of such Selling Stockholder if such Selling Stockholder is a corporation, the Certificate of Formation or Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Certificate of Formation or Limited Liability Agreement or Operating Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or (C) result in any violation of any statute or any order, rule or regulation order of any court or governmental agency or body having jurisdiction over authority entered into in any proceeding to which such Selling Stockholder was or is a party or by which such Selling Stockholder is bound, or violate or conflict with any applicable foreign, federal, state or local law, rule, administrative regulation or ordinance or administrative or court decree applicable to such Selling Stockholder or the property of such Selling Stockholder's property. (c) Other than as permitted by the Act, except such Selling Stockholder has not distributed, nor will such Selling Stockholder distribute, any prospectus or other offering material in connection with the offering and sale of the Securities. (d) Any certificate signed by the Selling Stockholder and delivered to the Representatives or to counsel for such violations in subparagraph (C) that would not, individually or in the aggregate, have Underwriters shall also be deemed a material adverse effect on the ability of representation and warranty made by such Selling Stockholder to perform its obligations hereunder; provided that no representation or warranty is made in this clause (b) with respect each Underwriter as to the antifraud provisions of federal matters covered thereby and state securities laws; (c) shall also be deemed incorporated herein in its entirety and shall be effective as if such representation and warranty were made herein. No consentstatement, approvalrepresentation, authorization warranty or order of, or qualification with, any court or governmental body or agency is required for the performance covenant made by such Selling Stockholder of its obligations under in this Agreement, and for the sale and delivery of the Purchased Securities Agreement or made in any certificate or document required by this Agreement to be sold by such Selling Stockholder hereunder, except (A) as may be required under the Securities Act, the Exchange Act or the regulations thereunder, foreign or state securities laws (including “Blue Sky” laws) or the rules and regulations of the Financial Industry Regulatory Authority, Inc. or the New York Stock Exchange, (B) such as will have been obtained on or prior delivered to the Closing DateRepresentatives was or will be, and (C) for such consentswhen made, approvalsinaccurate, authorizations, orders, registrations untrue or qualifications as the failure to obtain or make of which would not, individually or incorrect in the aggregate, have a any material adverse effect on the ability of such Selling Stockholder to perform its obligations under this Agreement;respect. (de) Such Selling Stockholder has immediately prior to the Closing Date good and valid title to the Purchased Securities to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims (other than pursuant to this Agreement and other than any such security interests, liens, encumbrances, equities and claims created by the Underwriter or resulting from any action by the Underwriter); the Purchased Securities to be sold by such Selling Stockholder are not subject to any option, warrant, put, call, right of first refusal or other right to purchase or otherwise acquire any such securities other Other than pursuant to this Agreement; (e) Such , the Selling Stockholder has executed and delivered to the Underwriter a lockup agreement in a form substantially to the effect set forth in Exhibit I hereto; (f) Such Selling Stockholder has not taken and will not takenot, directly or indirectly, (i) taken any action which is designed to cause or which to result in, or that has constituted or which might reasonably be expected to cause or result in constitute, the stabilization or manipulation of the price of any security of the Corporation Company to facilitate the sale or resale of the Purchased Securities, except for any such actions as may be taken by Securities or (ii) since the Underwriter as disclosed in the Pricing Disclosure Package and the Prospectus; (g) To the extent that any statements made in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Corporation by such Selling Stockholder expressly for use therein (the “Selling Stockholder Information”), such statements made in filing of the Registration Statement and (A) sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Pricing Disclosure Package did not, and such statements made in the Prospectus and Securities or (B) paid or agreed to pay to any further amendments or supplements person any compensation for soliciting another to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not contain purchase any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light other securities of the circumstances under which they were made, with respect to the Selling Stockholder Information; provided that each of the Corporation and the Underwriter acknowledges and agrees that for all purposes of this Agreement, the only Selling Stockholder Information is the statements pertaining to the name and address of such Selling Stockholder and the number of shares owned and the number of shares proposed to be sold by such Selling Stockholder (but, for avoidance of doubt, excluding percentages) under the caption “Principal and Selling Stockholders” in the Pricing Disclosure Package and the Prospectus;Company. (hf) Such Selling Stockholder will deliver to is the Underwriter prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof); (i) Shares in book entry form representing all lawful owner of the Purchased Securities to be sold by such Selling Stockholder will be held in registered book-entry form with Computershare Investor Services andhereunder and upon sale and delivery of, and payment for, such Securities, as of the Closing Dateprovided herein, will be subject to a duly executed transfer instruction on behalf of such Selling Stockholder;Stockholder will convey and the Underwriters will acquire, to the extent that the Underwriters are purchasing for value, without notice of adverse claims, good, (jg) The obligations of Such Selling Stockholder has reviewed the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus) and the Registration Statement, and the information regarding such Selling Stockholders Stockholder set forth therein under the caption "Principal and Selling Stockholders" is complete and accurate in all material respects. (h) There are no outstanding options, warrants, rights or other agreements or arrangements requiring such Selling Stockholder at any time to transfer any Securities to be sold hereunder shall not be terminated by operation of law, by it. (i) To the dissolution knowledge of such Selling Stockholder, there are no pending actions, suits, arbitrations or by the occurrence of any other similar event; if any proceedings or investigations (domestic or foreign, formal or informal) against such Selling Stockholder should which (A) questions the validity of this Agreement or of any action taken or to be dissolvedtaken by it pursuant to or in connection with this Agreement or (B) is required to be disclosed in the Registration Statement which is not so disclosed. (j) On the Firm Closing Date, all stock transfer or if any other such event should occur, before taxes (other than income taxes) which are required to be paid in connection with the delivery sale and transfer of the Purchased Securities hereunder, shares in book-entry form representing the Purchased Securities shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement; (k) Such Selling Stockholder has been duly incorporated or formed and is validly existing as a corporation, limited liability company, general partnership or limited partnership, as applicable, in good standing under the laws of its jurisdiction of formation or incorporation; (l) Upon payment for the Purchased Securities to be sold by such Selling Stockholder, delivery of such Purchased Securities, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Purchased Securities in the name of Cede or such other nominee and the crediting by book entry of such Purchased Securities on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)) of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the New York UCC) to such Purchased Securities or any security entitlement in respect thereof), (i) DTC shall be a “protected purchaser” of such Purchased Securities within the meaning of Section 8-303 of the New York UCC, (ii) under Section 8-501 of the New York UCC, the Underwriter will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the New York UCC) in respect of such Purchased Securities, and (iii) Stockholder to the extent governed by the provisions of Section 8-502 of the New York UCC, no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) to such Purchased Securities may be asserted against the Underwriter with respect to such security entitlement; it being understood that for, purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (A) such Purchased Securities several Underwriters hereunder will have been registered in the name of Cede fully paid or another nominee designated provided for by DTC, in each case on the Corporation’s share registry in accordance with the Certificate of Incorporation and Bylaws of the Corporation and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the New York UCC and (C) appropriate book entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the New York UCC; and (m) Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than, if applicable, the Corporation and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Purchased Securities. Any certificate signed by any officer of such Selling Stockholder and delivered to the Underwriter or counsel for the Underwriter in connection with the offering all laws imposing such taxes will have been fully complied with. (k) The sale of the Purchased Securities shall proposed to be deemed a representation and warranty sold by such the Selling Stockholders is not prompted by the Selling Stockholder's knowledge of any material adverse, as to matters covered thereby, to non-public information concerning the Underwriter and to the CorporationCompany or any of its subsidiaries.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, represents and warrants to to, and agrees with, the Underwriter that: (a) The execution and delivery of this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership or similar action on the part of such Selling Stockholder; and such Selling Stockholder has full right and all corporate, limited partnership, limited liability company or similar power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Securities to be sold by such Selling Stockholder; and this This Agreement has been duly authorized, executed and delivered by such Selling Stockholder.; (b) The delivery and sale of the Purchased Securities to be sold by such Selling Stockholder hereunder Shares and the compliance by such the Selling Stockholder Stockholders with all of the provisions of this Agreement Agreement, and the consummation of the transactions herein and therein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, lease, license, franchise agreement, permit or other agreement or instrument to which such Selling Stockholder or any of its subsidiaries is a party or by which such Selling Stockholder is bound or to which any of the property its properties or assets of such Selling Stockholder is subject, except for nor will such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder, (B) result in any violation of the provisions of the certificate of incorporation or bylaws of such Selling Stockholder if such Selling Stockholder is a corporation, the Certificate of Formation or Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Certificate of Formation or Limited Liability Agreement or Operating Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or (C) action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property any of such Selling Stockholderits properties, except for where such conflicts, breaches, violations in subparagraph (C) that or defaults would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement or perform any of its obligations hereunderunder this Agreement; provided that no representation or warranty is made nor will such action result in this clause (b) with respect to any violation of the antifraud provisions of federal the constituent documents of such Selling Stockholder if such Selling Stockholder is a corporation or other entity; and state securities laws; (c) No no consent, approval, authorization or order ofauthorization, order, registration or qualification with, of or with any court or governmental agency or body or agency is required required, for the consummation by such Selling Stockholder of the transactions contemplated by this Agreement and the performance by such Selling Stockholder of its obligations under this Agreement, and for the sale and delivery of the Purchased Securities to be sold by such Selling Stockholder hereunder, Agreement except (A) as may be required under the Cable Acts or any order, rule or regulation of the FCC, (B) such as may be required by the Securities Act, the Exchange Act and the securities or the regulations thereunder, foreign or state securities blue sky laws (including “Blue Sky” laws) or the rules and regulations of the Financial Industry Regulatory Authority, Inc. or the New York Stock Exchange, (B) such as will have been obtained on or prior to the Closing Date, various states and (C) for such consents, approvals, authorizations, orders, registrations others as have been obtained or qualifications as made in connection with the failure to obtain or make offer and sale of which would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations under this AgreementShares; (dc) Such Selling Stockholder has immediately prior to the Closing Date good and valid title to the Purchased Securities to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims (other than pursuant to this Agreement and other than any such security interests, liens, encumbrances, equities and claims created by the Underwriter or resulting from any action by the Underwriter); the Purchased Securities to be sold by such Selling Stockholder are not subject to any option, warrant, put, call, right of first refusal or other right to purchase or otherwise acquire any such securities other than pursuant to this Agreement; (e) Such Selling Stockholder has executed and delivered to the Underwriter a lockup agreement in a form substantially to the effect set forth in Exhibit I hereto; (f) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Purchased Securities, except for any such actions as may be taken by the Underwriter as disclosed in the Pricing Disclosure Package and the Prospectus; (g) To the extent that any statements made in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Corporation by such Selling Stockholder expressly for use therein (the “Selling Stockholder Information”), such statements made in the Registration Statement and the Pricing Disclosure Package did nothas, and such statements made in the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, with respect to the Selling Stockholder Information; provided that each of the Corporation and the Underwriter acknowledges and agrees that for all purposes of this Agreement, the only Selling Stockholder Information is the statements pertaining to the name and address of such Selling Stockholder and the number of shares owned and the number of shares proposed to be sold by such Selling Stockholder (but, for avoidance of doubt, excluding percentages) under the caption “Principal and Selling Stockholders” in the Pricing Disclosure Package and the Prospectus; (h) Such Selling Stockholder will deliver to the Underwriter prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof); (i) Shares in book entry form representing all of the Purchased Securities to be sold by such Selling Stockholder will be held in registered book-entry form with Computershare Investor Services and, as of the Closing DateTime of Delivery will have, will be subject to valid title to, or a duly executed transfer instruction on behalf valid "security entitlement" within the meaning of such Selling Stockholder; (j) The obligations Section 8-501 of the Selling Stockholders hereunder shall not be terminated by operation of lawNew York Uniform Commercial Code (the "UCC") in respect of, by the dissolution of such Selling Stockholder, or by the occurrence of any other similar event; if any such Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Purchased Securities hereunder, shares in book-entry form representing the Purchased Securities shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement; (k) Such Selling Stockholder has been duly incorporated or formed and is validly existing as a corporation, limited liability company, general partnership or limited partnership, as applicable, in good standing under the laws of its jurisdiction of formation or incorporation; (l) Upon payment for the Purchased Securities Shares to be sold by such Selling Stockholder, and as of the Time of Delivery, 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 authorization and approval required by law to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares; (d) Upon payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Purchased SecuritiesShares, as directed by the Underwriter, to Cede & Co. (“"Cede”") or such other nominee as may be designated by The the Depository Trust Company (“"DTC”"), registration of such Purchased Securities Shares in the name of Cede or such other nominee and the crediting by book entry of such Purchased Securities Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)) of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any “adverse claim” claim (within the meaning of Section 8-105 of the New York UCC) to such Purchased Securities or any security entitlement in respect thereofShares), (iA) DTC shall be a “"protected purchaser” " of such Purchased Securities Shares (within the meaning of Section 8-303 of the New York UCC), (iiB) under Section 8-501 of the New York UCC, the Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on any "adverse claim," (within the meaning of Section 8-102(a)(17) of the New York UCC) in respect of such Purchased Securities, and (iii) to the extent governed by the provisions of Section 8-502 of the New York UCC, no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) ), to such Purchased Securities Shares may be asserted against the Underwriter with respect to such security entitlement; it being understood that for, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (Aw) the Underwriter is purchasing such Shares without notice of any adverse claim, (x) such Purchased Securities Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on in the Corporation’s Company's share registry in accordance with the Certificate its certificate of Incorporation and Bylaws of the Corporation incorporation, by-laws and applicable law, (By) DTC will be registered as a “"clearing corporation” " within the meaning of Section 8-102 of the New York UCC and (Cz) appropriate book entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the New York UCC; (e) Such Selling Stockholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Information to sell its Shares pursuant to this Agreement; (i) The Registration Statement, when it became effective, did not contain, and as amended or supplemented, if applicable, as of the Time of Delivery, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) as of the Time of Delivery, the Time of Sale Information did 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 and (iii) the Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, as of the Time of Delivery, 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 light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the company in writing by such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Information, the Prospectus or any amendments or supplements thereto; (g) Prior to the date hereof, such Selling Stockholder has not taken any action which is designed to or which has constituted or which, individually or in the aggregate, would have reasonably been expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares; (h) Such Selling Stockholder will not use any of the proceeds received by it from the sale of the Shares pursuant to this Agreement to fund any operations in, to finance any investments, projects or activities in, or to make any payments to, any country, or to make any payments to, or finance any activities with, any person, targeted by any of the economic sanctions promulgated by any Executive Order issued by the President of the United States or administered by OFAC (other than as permitted under such economic sanction); and (mi) Neither Except for the free writing prospectuses, if any, identified in Annex A hereto, and electronic road shows, if any, each furnished to the Underwriter before first use, such Selling Stockholder nor any person acting on behalf of Stockholder, including such Selling Stockholder (other thanStockholder's agents and representatives, if applicablehas not prepared, the Corporation and the Underwriter) has used or referred to to, and will not, without the Underwriter's prior written consent, prepare, use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act405) relating to the Purchased Securities. Any certificate signed by and has not distributed any officer of such Selling Stockholder and delivered to the Underwriter or counsel for the Underwriter written materials in connection with the offering offer or sale of the Purchased Securities shall be deemed a representation and warranty by such Selling Stockholder, as to matters covered thereby, to the Underwriter and to the CorporationShares.

Representations and Warranties of the Selling Stockholders. Each of the Selling StockholdersStockholder, severally and not jointly, represents and warrants to to, and agrees with, the Underwriter that: (a) Underwriters as follows: The execution and delivery of this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership or similar action on the part of such Selling Stockholder; and such Selling Stockholder has full right and all corporate, limited partnership, limited liability company or similar the power and authority to enter into this Agreement and to sell, assign, transfer and deliver sell the Purchased Securities to be sold Shares as contemplated by such Selling Stockholder; and this Agreement. This Agreement has been duly authorized, executed and delivered by such the Selling Stockholder. (b) The sale , and constitutes a valid, legal and binding obligation of the Purchased Securities Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnity hereunder may be sold limited by federal or state securities laws and except as such Selling Stockholder hereunder enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and the compliance by such Selling Stockholder with all subject to general principles of the provisions equity. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default under, any indenturelaw, mortgagerule or regulation to which the Selling Stockholder is subject, deed or by which any property or asset of trustthe Selling Stockholder is bound or affected, loan agreement (B) conflict with, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Contract or obligation or other agreement or instrument understanding to which such the Selling Stockholder is a party or of by which such any property or asset of the Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subjectaffected, except for to the extent that such conflictsconflict, breachesdefault, violations termination, amendment, acceleration or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder cancellation right is not reasonably likely to perform its obligations hereunder, (B) result in any violation of the provisions of the certificate of incorporation or bylaws of such Selling Stockholder if such Selling Stockholder is a corporation, the Certificate of Formation or Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Certificate of Formation or Limited Liability Agreement or Operating Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability companyMaterial Adverse Effect, or (C) result in any a breach or violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property of such Selling Stockholder, except for such violations in subparagraph (C) that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder; provided that no representation or warranty is made in this clause (b) with respect to the antifraud terms and provisions of federal and state securities laws; (c) No consent, approval, authorization or order of, or qualification withconstitute a default under, any court the Selling Stockholder’s charter or governmental body by-laws or agency is other organizational documents. All consents, approvals, orders, authorizations and filings required for on the performance by such part of the Selling Stockholder in connection with the execution, delivery or performance of its obligations under this AgreementAgreement have been obtained or made, other than such consents, approvals, orders and for authorizations the sale and delivery failure of which to make or obtain is not reasonably likely to result in a Material Adverse Effect. Certificates in negotiable form representing all of the Purchased Securities Shares to be sold by such Selling Stockholder hereunder, except (A) as may be required under the Securities Act, the Exchange Act or the regulations thereunder, foreign or state securities laws (including “Blue Sky” laws) or the rules and regulations of the Financial Industry Regulatory Authority, Inc. or the New York Stock Exchange, (B) such as will hereunder have been obtained on or prior placed in custody under a Custody Agreement, in the form heretofore furnished to the Closing DateUnderwriters (the “Custody Agreement”), duly executed and (C) for such consents, approvals, authorizations, orders, registrations or qualifications as the failure to obtain or make of which would not, individually or in the aggregate, have a material adverse effect on the ability of delivered by such Selling Stockholder to perform its obligations under this Agreement; the Company, as custodian (d) Such the “Custodian”). Each Selling Stockholder has immediately prior executed a Power of Attorney appointing the stockholder representative as the attorney-in-fact (the “Attorney-in-Fact”) for such Selling Stockholder with authority to execute and deliver this Agreement and the Closing Date good and valid title Custody Agreement on behalf of such Selling Stockholder, to determine the Purchased Securities purchase price to be paid to such Selling Stockholder for Shares, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunderhereunder and otherwise to act on behalf of such Selling Stockholder, to the extent authorized in the Power of Attorney, in connection with the transactions contemplated by this Agreement and the Custody Agreement. The Custody Agreement has been duly authorized, executed and delivered by each Selling Stockholder, and a Power of Attorney has been duly authorized, executed and delivered by each Selling Stockholder. Such Selling Stockholder is, on the date hereof, the record and beneficial owner of all of the Shares to be sold by the Selling Stockholder hereunder free and clear of all liens, encumbrances, equities or claims (other than pursuant to this Agreement and other than any such security interests, liens, encumbrances, equities and claims created by and has duly indorsed such Shares in blank or has duly signed a stock power assigning all right, title and interest to the Underwriter or resulting from any action by the Underwriter); the Purchased Securities Shares to be sold by such Selling Stockholder are not subject Stockholder, with all signatures appropriately guaranteed by an eligible guarantor institution with membership in an approved medallion guaranty program pursuant to any optionRule 17Ad-15 under the Exchange Act. On the applicable Closing Date, warrant, put, call, right of first refusal all stock transfer or other right to purchase or otherwise acquire any such securities taxes (other than pursuant income taxes) that are required to this Agreement; (e) Such be paid in connection with the sale and transfer by such Selling Stockholder has executed and delivered to of the Underwriter a lockup agreement in a form substantially to the effect set forth in Exhibit I hereto; (f) Such Shares will be fully paid or provided for by such Selling Stockholder has not taken and all laws imposing such taxes will not take, directly or indirectly, any action which is designed be fully complied with. All information with respect to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Purchased Securities, except for any such actions as may be taken by the Underwriter as disclosed in the Pricing Disclosure Package and the Prospectus; (g) To the extent that any statements made Selling Stockholder contained in the Registration Statement, the Pricing Time of Sale Disclosure Package or the Prospectus and any Prospectus, or any amendment or supplement thereto are made thereto, complied or will comply in reliance upon all material respects with all applicable requirements of the Securities Act and the Rules and Regulations promulgated thereunder and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Such Selling Stockholder, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of the Shares, except as has been previously disclosed in conformity with written information furnished writing to the Corporation by Underwriters. Such Selling Stockholder represents and warrants that it has not prepared or had prepared on its behalf or used or referred to any “free writing prospectus” (as defined in Rule 405 of the Act) and further represents that it has not distributed and will not distribute any written materials in connection with the offer or sale of the Shares that could otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed with the Commission or retained under Rule 433 of the Act. All information relating to such Selling Stockholder furnished by or on behalf of such Selling Stockholder in writing expressly for use therein (the “Selling Stockholder Information”), such statements made in the Registration Statement and Statement, the Pricing Time of Sale Disclosure Package did not, and such statements made in the Prospectus and or any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, is as of the applicable Closing Date, true, correct, and complete in all material respects, and does not, and will not not, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein such information not misleading in light of the circumstances under which they were mademisleading. In addition, with respect to the Selling Stockholder Information; provided that each of the Corporation and the Underwriter acknowledges and agrees that for all purposes of this Agreement, the only Selling Stockholder Information is the statements pertaining to the name and address of such Selling Stockholder and confirms as accurate the number of shares owned and the number of shares proposed to be sold by Common Stock set forth opposite such Selling Stockholder (but, for avoidance Stockholder’s name in the Time of doubt, excluding percentages) Sale Disclosure Package and any Prospectus under the caption “Principal and Selling Stockholders” in (both prior to and after giving effect to the Pricing Disclosure Package and sale of the Prospectus; (h) Shares). Such Selling Stockholder will deliver to the Underwriter prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (does not have any registration or other applicable form similar rights to have any equity or statement specified by Treasury Department regulations in lieu thereof); (i) Shares in book entry form representing all of the Purchased Securities to be sold by such Selling Stockholder will be held in debt securities registered book-entry form with Computershare Investor Services and, as of the Closing Date, will be subject to a duly executed transfer instruction on behalf of such Selling Stockholder; (j) The obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, for sale by the dissolution of such Selling Stockholder, Company under the Registration Statement or included in an offering contemplated by the occurrence of any other similar event; if any such Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Purchased Securities hereunder, shares in book-entry form representing the Purchased Securities shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement; (k) , except for such rights that have been waived. Such Selling Stockholder has been duly incorporated not taken and will not take, directly or formed and is validly existing as a corporationindirectly, limited liability company, general partnership any action designed to or limited partnership, as applicable, that might be reasonably expected to cause or result in good standing under the laws of its jurisdiction of formation stabilization or incorporation; (l) Upon payment for the Purchased Securities to be sold by such Selling Stockholder, delivery of such Purchased Securities, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Purchased Securities in the name of Cede or such other nominee and the crediting by book entry of such Purchased Securities on the books of DTC to securities accounts (within the meaning of Section 8-501(a) manipulation of the Uniform Commercial Code as in effect in the State price of New York (the “New York UCC”)) any security of the Underwriter (assuming that neither DTC nor Company to facilitate the Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 sale or resale of the New York UCC) to such Purchased Securities or any security entitlement in respect thereof), (i) DTC shall be a “protected purchaser” of such Purchased Securities within the meaning of Section 8-303 of the New York UCC, (ii) under Section 8-501 of the New York UCC, the Underwriter will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the New York UCC) in respect of such Purchased Securities, and (iii) to the extent governed by the provisions of Section 8-502 of the New York UCC, no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) to such Purchased Securities may be asserted against the Underwriter with respect to such security entitlement; it being understood that for, purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (A) such Purchased Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Corporation’s share registry in accordance with the Certificate of Incorporation and Bylaws of the Corporation and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the New York UCC and (C) appropriate book entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the New York UCC; and (m) Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than, if applicable, the Corporation and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Purchased SecuritiesShares. Any certificate signed by any officer of such a Selling Stockholder and delivered to the Underwriter Underwriters or counsel for the Underwriter in connection with the offering of the Purchased Securities Underwriters shall be deemed a representation and warranty by such Selling Stockholder, Stockholder to the Underwriters as to the matters covered thereby, to the Underwriter and to the Corporation.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, represents and warrants to to, and agrees with, each of the Underwriter Underwriters that: (a) The execution and delivery of this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership or similar action on the part of such Selling Stockholder; and such Selling Stockholder has full right and all corporate, limited partnership, limited liability company or similar power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Securities to be sold by such Selling Stockholder; and this This Agreement has been duly authorized, executed and delivered by such Selling Stockholder.; (b) The delivery and sale of the Purchased Securities to be sold by such Selling Stockholder hereunder Shares and the compliance by such the Selling Stockholder Stockholders with all provisions of each of the provisions of this Agreement Transaction Documents, and the consummation of the transactions herein and therein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement agreement, lease, license, franchise agreement, permit or other agreement or instrument to which such Selling Stockholder or any of its subsidiaries is a party or by which such Selling Stockholder is bound or to which any of the property its properties or assets of such Selling Stockholder is subject, except for nor will such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder, (B) result in any violation of the provisions of the certificate of incorporation or bylaws of such Selling Stockholder if such Selling Stockholder is a corporation, the Certificate of Formation or Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Certificate of Formation or Limited Liability Agreement or Operating Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or (C) action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property any of such Selling Stockholderits properties, except for where such conflicts, breaches, violations in subparagraph (C) that or defaults would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its consummate the transactions contemplated by this Agreement, from performing any of their respective obligations hereunderunder this Agreement or any of the other Transaction Documents to which they are, or are to be, a party; provided that no representation or warranty is made nor will such action result in this clause (b) with respect to any violation of the antifraud provisions of federal the constituent documents of such Selling Stockholder if such Selling Stockholder is a corporation or other entity; and state securities laws; (c) No no consent, approval, authorization or order ofauthorization, order, registration or qualification with, of or with any court or governmental agency or body or agency is required required, for the consummation by such Selling Stockholder of the transactions contemplated by this Agreement and the performance by such Selling Stockholder of its obligations under this Agreement, and for the sale and delivery of the Purchased Securities to be sold by such Selling Stockholder hereunder, Agreement except (A) as may be required under the Cable Acts or any order, rule or regulation of the FCC, (B) such as may be required by the Securities Act, the Exchange Act and the securities or the regulations thereunder, foreign or state securities blue sky laws (including “Blue Sky” laws) or the rules and regulations of the Financial Industry Regulatory Authority, Inc. or the New York Stock Exchange, (B) such as will have been obtained on or prior to the Closing Date, various states and (C) for such consents, approvals, authorizations, orders, registrations others as have been obtained or qualifications as made in connection with the failure to obtain or make offer and sale of which would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations under this AgreementShares; (dc) Such Selling Stockholder has immediately prior to has, and on the Closing Date good and will have, valid title to to, or a valid "security entitlement" within the Purchased Securities to be sold by such Selling Stockholder hereunder, free and clear meaning of all liens, encumbrances, equities or claims (other than pursuant to this Agreement and other than any such security interests, liens, encumbrances, equities and claims created by the Underwriter or resulting from any action by the Underwriter); the Purchased Securities to be sold by such Selling Stockholder are not subject to any option, warrant, put, call, right of first refusal or other right to purchase or otherwise acquire any such securities other than pursuant to this Agreement; (e) Such Selling Stockholder has executed and delivered to the Underwriter a lockup agreement in a form substantially to the effect set forth in Exhibit I hereto; (f) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation Section 8-501 of the price of any security of New York Uniform Commercial Code (the Corporation to facilitate the sale or resale of the Purchased Securities, except for any such actions as may be taken by the Underwriter as disclosed "UCC") in the Pricing Disclosure Package and the Prospectus; (g) To the extent that any statements made in the Registration Statementrespect of, the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Corporation by such Selling Stockholder expressly for use therein (the “Selling Stockholder Information”), such statements made in the Registration Statement and the Pricing Disclosure Package did not, and such statements made in the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, with respect to the Selling Stockholder Information; provided that each of the Corporation and the Underwriter acknowledges and agrees that for all purposes of this Agreement, the only Selling Stockholder Information is the statements pertaining to the name and address of such Selling Stockholder and the number of shares owned and the number of shares proposed to be sold by such Selling Stockholder (but, for avoidance of doubt, excluding percentages) under the caption “Principal and Selling Stockholders” in the Pricing Disclosure Package and the Prospectus; (h) Such Selling Stockholder will deliver to the Underwriter prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof); (i) Shares in book entry form representing all of the Purchased Securities to be sold by such Selling Stockholder will be held in registered book-entry form with Computershare Investor Services and, as of the Closing Date, will be subject to a duly executed transfer instruction on behalf of such Selling Stockholder; (j) The obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, by the dissolution of such Selling Stockholder, or by the occurrence of any other similar event; if any such Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Purchased Securities hereunder, shares in book-entry form representing the Purchased Securities shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement; (k) Such Selling Stockholder has been duly incorporated or formed and is validly existing as a corporation, limited liability company, general partnership or limited partnership, as applicable, in good standing under the laws of its jurisdiction of formation or incorporation; (l) Upon payment for the Purchased Securities to be sold by such Selling Stockholder, as of the Closing Date, 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 authorization and approval required by law to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Purchased SecuritiesShares, as directed by the UnderwriterUnderwriters, to Cede & Co. (“"Cede”") or such other nominee as may be designated by The the Depository Trust Company (“"DTC”"), registration of such Purchased Securities Shares in the name of Cede or such other nominee and the crediting by book entry of such Purchased Securities Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)) of the Underwriter Underwriters (assuming that neither DTC nor the any such Underwriter has notice of any “adverse claim” claim (within the meaning of Section 8-105 of the New York UCC) to such Purchased Securities or any security entitlement in respect thereofShares), (iA) DTC shall be a “"protected purchaser” " of such Purchased Securities Shares within the meaning of Section 8-303 of the New York UCC, (iiB) under Section 8-501 of the New York UCC, the Underwriter Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any "adverse claim," within the meaning of Section 8-102(a)(17) of the New York UCC) in respect of such Purchased Securities, and (iii) to the extent governed by the provisions of Section 8-502 of the New York UCC, no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) , to such Purchased Securities Shares may be asserted against the Underwriter Underwriters with respect to such security entitlement; it being understood that for, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (Aw) the Underwriters are purchasing such Shares without notice of any adverse claim, (x) such Purchased Securities Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on in the Corporation’s Company's share registry in accordance with the Certificate its certificate of Incorporation and Bylaws of the Corporation incorporation, by-laws and applicable law, (By) DTC will be registered as a “"clearing corporation” " within the meaning of Section 8-102 of the New York UCC and (Cz) appropriate book entries to the accounts of the Underwriter several Underwriters on the records of DTC will have been made pursuant to the New York UCC. (e) Such Selling Stockholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Information to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain, and as amended or supplemented, if applicable, as of the Closing Date, will not contain any untrue statement or a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) as of the Time of Delivery, the Time of Sale Information did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) the Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the company in writing by such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Information, the Prospectus or any amendments or supplements thereto. (g) Such Selling Stockholder will not use any of the proceeds received by it from the sale of the Shares pursuant to this Agreement to fund any operations in, to finance any investments, projects or activi- ties in, or to make any payments to, any country, or to make any payments to, or finance any activities with, any person, targeted by any of the economic sanctions promulgated by any Executive Order issued by the President of the United States or administered by OFAC (other than as permitted under such economic sanction); and (mh) Neither Except for the free writing prospectuses, if any, identified in Annex A hereto, and electronic road shows, if any, each furnished to the Underwriters before first use, such Selling Stockholder nor any person acting on behalf of Stockholder, including such Selling Stockholder (other thanStockholder's agents and representatives, if applicablehas not prepared, the Corporation and the Underwriter) has used or referred to to, and will not, without the Representatives' prior written consent, prepare, use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act405) relating to the Purchased Securities. Any certificate signed by and has not distributed any officer of such Selling Stockholder and delivered to the Underwriter or counsel for the Underwriter written materials in connection with the offering offer or sale of the Purchased Securities shall be deemed a representation and warranty by such Selling Stockholder, as to matters covered thereby, to the Underwriter and to the CorporationShares.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, represents and warrants to each Underwriter and the Underwriter Company that: (a) The All consents, approvals, authorizations and orders necessary for the execution and delivery of this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of this Agreement, and for the transactions contemplated sale and delivery of the Shares to be sold by this Agreement such Selling Stockholder hereunder, have been duly authorized by all necessary corporate, partnership or similar action on the part of such Selling Stockholderobtained; and such Selling Stockholder has full right and all corporateright, limited partnership, limited liability company or similar power and authority to enter into this Agreement Agreement, and to sell, assign, transfer and deliver the Purchased Securities Shares to be sold by such Selling StockholderStockholder hereunder; and this Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (b) The execution, delivery and performance by such Selling Stockholder of this Agreement, the sale of the Purchased Securities Shares to be sold by such Selling Stockholder hereunder and the compliance consummation by such Selling Stockholder with all of the provisions of this Agreement and the consummation of the transactions contemplated herein contemplated or therein will not (Ai) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset of such Selling Stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property property, right or assets asset of such Selling Stockholder is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder, (Bii) result in any violation of the provisions of the certificate of incorporation charter or bylaws by-laws or similar organizational documents of such Selling Stockholder if such Selling Stockholder is a corporation, the Certificate of Formation or Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Certificate of Formation or Limited Liability Agreement or Operating Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or (Ciii) result in any the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over such Selling Stockholder or regulatory agency, except, in the property case of such Selling Stockholder, except for such violations in subparagraph the foregoing clauses (Ci) that and (iii) as would not, individually or in the aggregate, have a material adverse effect on the ability of reasonably be expected to materially impact such Selling Stockholder to perform its obligations hereunder; provided that no representation or warranty is made in this clause (b) with respect to the antifraud provisions of federal and state securities laws; (c) No consent, approval, authorization or order of, or qualification with, any court or governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, and for the sale and delivery of the Purchased Securities to be sold by such Selling Stockholder hereunder, except (A) as may be required under the Securities Act, the Exchange Act or the regulations thereunder, foreign or state securities laws (including “Blue Sky” laws) or the rules and regulations of the Financial Industry Regulatory Authority, Inc. or the New York Stock Exchange, (B) such as will have been obtained on or prior to the Closing Date, and (C) for such consents, approvals, authorizations, orders, registrations or qualifications as the failure to obtain or make of which would not, individually or in the aggregate, have a material adverse effect on the Stockholder’s ability of such Selling Stockholder to perform its obligations under this Agreement;. (dc) Such Selling Stockholder has immediately prior to the Closing Date good and valid title to the Purchased Securities Shares to be sold at the Closing Date or the Option Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims (other than pursuant adverse claims; such Selling Stockholder will have, immediately prior to this Agreement the Closing Date or the Option Closing Date, as the case may be, good and other than any valid title to the Shares to be sold at the Closing Date or the Option Closing Date, as the case may be, by such security interestsSelling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of such Shares and claims created by payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriter or resulting from any action by several Underwriters. (d) Upon (a) payment for the Underwriter); the Purchased Securities Shares to be sold by such Selling Stockholder are not subject to any option, warrant, put, call, right of first refusal or other right to purchase or otherwise acquire any such securities other than the Underwriters pursuant to this Agreement; , (eb) Such Selling Stockholder has executed and delivered to the Underwriter a lockup agreement in a form substantially to the effect set forth in Exhibit I hereto; (f) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Purchased Securities, except for any such actions as may be taken by the Underwriter as disclosed in the Pricing Disclosure Package and the Prospectus; (g) To the extent that any statements made in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Corporation by such Selling Stockholder expressly for use therein (the “Selling Stockholder Information”), such statements made in the Registration Statement and the Pricing Disclosure Package did not, and such statements made in the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, with respect to the Selling Stockholder Information; provided that each of the Corporation and the Underwriter acknowledges and agrees that for all purposes of this Agreement, the only Selling Stockholder Information is the statements pertaining to the name and address of such Selling Stockholder and the number of shares owned and the number of shares proposed to be sold by such Selling Stockholder (but, for avoidance of doubt, excluding percentages) under the caption “Principal and Selling Stockholders” in the Pricing Disclosure Package and the Prospectus; (h) Such Selling Stockholder will deliver to the Underwriter prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof); (i) Shares in book entry form representing all of the Purchased Securities to be sold by such Selling Stockholder will be held in registered book-entry form with Computershare Investor Services and, as of the Closing Date, will be subject to a duly executed transfer instruction on behalf of such Selling Stockholder; (j) The obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, by the dissolution of such Selling Stockholder, or by the occurrence of any other similar event; if any such Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Purchased Securities hereunder, shares in book-entry form representing the Purchased Securities shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement; (k) Such Selling Stockholder has been duly incorporated or formed and is validly existing as a corporation, limited liability company, general partnership or limited partnership, as applicable, in good standing under the laws of its jurisdiction of formation or incorporation; (l) Upon payment for the Purchased Securities to be sold by such Selling Stockholder, delivery of such Purchased SecuritiesShares, as directed by the UnderwriterUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), (c) the registration of such Purchased Securities Shares in the name of Cede or such other nominee and (d) the crediting by book entry of such Purchased Securities Shares on the books records of DTC to securities security accounts (within the meaning of as defined in Section 8-501(a) 102 of the Uniform Commercial Code as in effect in the State of New York on the date hereof (the “New York UCC”)) in the name of the Underwriter Underwriters (assuming that neither DTC nor the any such Underwriter has notice of any “adverse claim” claim (within the meaning of as such phrase is defined in Section 8-105 of the New York UCC)) to such Purchased Securities or any Shares to which the security entitlement in respect thereof), (i) DTC shall be a “protected purchaser” of such Purchased Securities within the meaning of Section 8-303 of the New York UCC, (ii) under Section 8-501 of the New York UCC, the Underwriter will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the New York UCC) in respect of such Purchased Securities, and (iii) to the extent governed by the provisions of Section 8-502 of the New York UCC, no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) relates or to such Selling Stockholder’s security entitlement), (A) under Section 8‑501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) to the extent governed by Article 8 of the UCC, no action based on any adverse claim (as defined in Section 8‑102 of the UCC) to such Purchased Securities Shares may be asserted against the Underwriter Underwriters with respect to such security entitlement; it being understood that for, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (Ax) such Purchased Securities Shares will have been registered in the name of Cede or another such other nominee as may be designated by DTC, in each case on the CorporationCompany’s share registry in accordance with the Certificate its certificate of Incorporation and Bylaws of the Corporation incorporation, bylaws and applicable law, (By) DTC will be registered as a “clearing corporation” corporation within the meaning of Section 8-102 8‑102 of the New York UCC and (Cz) appropriate book entries to the securities account or accounts in the name of the Underwriter Underwriters on the records of DTC will have been made pursuant to the New York UCC; and. (me) Neither Such Selling Stockholder has not taken and will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (f) The Time of Sale Prospectus did not, and as of the Closing Date and as of the Option Closing Date, as the case may be, 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; provided that the representations and warranties set forth in this Section 2(f) are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder nor furnished to the Company in writing by such Selling Stockholder expressly for use in the Time of Sale Prospectus and any person acting on behalf amendments or supplement thereto, it being understood and agreed that such information furnished by such Selling Stockholder consists only of the legal name, address and the number of shares of Common Stock owned by such Selling Stockholder (other thanincluding any information about beneficial ownership, if applicablevoting power and investment control of such shares) before and after the offering (the “Selling Stockholder Information”). (g) Other than the Registration Statement, the Corporation Preliminary Prospectus and the UnderwriterProspectus, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has used not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “free writing prospectus” Issuer Free Writing Prospectus, other than (as defined in i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 405 134 under the Securities Act or (ii) the documents listed on Schedule III, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (h) As of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Option Closing Date, as the case may be, the Prospectus 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; provided that the representations and warranties set forth in this Section 2(h) relating are limited in all respects to statements or omissions made in reliance upon and in conformity with such Selling Stockholder’s Selling Stockholder Information. (i) As of the Purchased Securities. Any certificate signed date hereof and as of the Closing Date and as of the Option Closing Date, as the case may be, that the sale of the Shares by any officer of such Selling Stockholder is not and delivered to will not be prompted by any material information concerning the Underwriter Company which is not set forth in the Registration Statement, the Time of Sale Prospectus or counsel for the Underwriter in connection with Prospectus. (j) Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Purchased Securities shall be deemed Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, (i) for the purpose of funding or facilitating to fund or facilitate any activities of or business with any person subject to Sanctions, or in any country or territory, that, at the time of such funding, is a representation Sanctioned Country the subject or the target of Sanctions, in each case to the extent prohibited by Sanctions, or in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions, or (ii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Money Laundering Laws or any applicable anti-bribery or anti-corruption laws. (k) Such Selling Stockholder has been duly organized and warranty by such Selling Stockholder, as to matters covered therebyis validly existing and, to the Underwriter and extent applicable, in good standing under the laws of its respective jurisdictions of organization. (l) Such Selling Stockholder is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the CorporationCode 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 Stockholders. Each of the Selling StockholdersStockholder, severally and not jointly, represents and warrants to the each Underwriter that: (a) The execution and such Selling Stockholder at the time of delivery of this Agreement such Shares will be, the lawful owner of the number of Shares to be sold by such Selling Stockholder pursuant to this Agreement 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 other defect in title; (b) such Selling Stockholder will be the sole registered owner of the Shares to be sold by such Selling Stockholder; such Selling Stockholder will have full legal right and power to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided in this Agreement; and upon payment for and delivery of the Shares in accordance with the Underwriting Agreement, the Underwriters will acquire all of the rights of such Selling Stockholder in the Shares and will also acquire their interest in such Shares free of any adverse claim; (c) no approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency is required in connection with the sale of the Shares by such Selling Stockholder or the consummation by such Selling Stockholder of the transactions contemplated hereby other than registration of the Shares under the Act, any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriters or under the rules and regulations of the NASD and qualification of the Shares for quotation on NASDAQ; (d) the execution, delivery and performance of this Agreement have been duly authorized Agreement, by all necessary corporate, partnership or similar action on the part of such Selling Stockholder; and such Selling Stockholder has full right and all corporate, limited partnership, limited liability company or similar power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Securities sale of the Shares to be sold by such Selling Stockholder; and this Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (b) The sale of the Purchased Securities to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with all of the provisions of this Agreement and the consummation of the transactions herein contemplated hereby will not (A) conflict with or with, result in a any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of the terms time or provisions of, both would result in any breach or violation of or constitute a default under) the charter or by-laws of such Selling Stockholder, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which such Selling Stockholder is a party or by which it or any of its properties may be bound or affected, or any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to such Selling Stockholder; (e) this Agreement; the Custody Agreement between American Stock Transfer & Trust Company, as custodian, and each Selling Stockholder (the “Custody Agreement”); the Irrevocable Power of Attorney of Selling Stockholder (the “Power of Attorney”); and the Lock-Up Agreement (in the form set forth as Exhibit A hereto) have been duly authorized, executed and delivered by such Selling Stockholder and each is bound or to which any of the property or assets a legal, valid and binding agreement of such Selling Stockholder is subjectenforceable in accordance with its terms, except for as enforceability might have been limited by general equitable principles, bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general equity principles and to limitations on availability of equitable relief, and except as to those provisions relating to indemnity or contribution; (f) when the Registration Statement became effective and at all times subsequent thereto through the later of the additional time of purchase or the termination of the offering of the Shares, the information concerning such conflicts, breaches, violations Selling Stockholder furnished in writing by or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability behalf of such Selling Stockholder to perform its obligations hereunderthe Company for use in the Registration Statement and Prospectus, (B) result in and any violation of the provisions of the certificate of incorporation supplements or bylaws of amendments thereto as relate to such Selling Stockholder if 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; (g) such Selling Stockholder is a corporationhas duly and irrevocably authorized the Representative of the Selling Stockholders, the Certificate of Formation or Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Certificate of Formation or Limited Liability Agreement or Operating Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or (C) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property on behalf of such Selling Stockholder, except for such violations to execute and deliver this Agreement and any other document necessary or desirable in subparagraph (C) that would not, individually or in connection with the aggregate, have a material adverse effect on transactions contemplated thereby and to deliver the ability of such Selling Stockholder to perform its obligations hereunder; provided that no representation or warranty is made in this clause (b) with respect to the antifraud provisions of federal and state securities laws; (c) No consent, approval, authorization or order of, or qualification with, any court or governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, and for the sale and delivery of the Purchased Securities Shares to be sold by such Selling Stockholder hereunder, except and receive payment therefor pursuant hereto; (Ah) as may be required under the Securities Act, the Exchange Act or the regulations thereunder, foreign or state securities laws (including “Blue Sky” laws) or the rules and regulations of the Financial Industry Regulatory Authority, Inc. or the New York Stock Exchange, (B) such as will have been obtained on or prior to the Closing Date, and (C) for such consents, approvals, authorizations, orders, registrations or qualifications as the failure to obtain or make of which would not, individually or in the aggregate, have a material adverse effect on the ability sale of such Selling Stockholder to perform its obligations under this Agreement; (d) Such Selling Stockholder has immediately prior to the Closing Date good and valid title to the Purchased Securities to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims (other than Stockholder’s Shares pursuant to this Agreement and other than is not prompted by any such security interests, liens, encumbrances, equities and claims created by material information concerning the Underwriter or resulting from any action by Company which is not set forth in the Underwriter)Prospectus; the Purchased Securities to be sold by and (i) neither such Selling Stockholder are not subject nor, to such Selling Stockholder’s knowledge, any optionof its directors, warrantofficers, put, call, right of first refusal affiliates or other right to purchase or otherwise acquire any such securities other than pursuant to this Agreement; (e) Such Selling Stockholder controlling persons has executed and delivered to the Underwriter a lockup agreement in a form substantially to the effect set forth in Exhibit I hereto; (f) Such Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action which is designed to designed, or which has constituted or which might reasonably be expected to cause or result in in, under the Exchange Act or otherwise, the unlawful stabilization or manipulation of the price of any security of the Corporation Company to facilitate the sale or resale of the Purchased SecuritiesShares, except for any such actions as may be taken contemplated by the Underwriter as disclosed in the Pricing Disclosure Package and the Prospectus; (g) To the extent that any statements made in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Corporation by such Selling Stockholder expressly for use therein (the “Selling Stockholder Information”), such statements made in the Registration Statement and the Pricing Disclosure Package did not, and such statements made in the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, with respect to the Selling Stockholder Information; provided that each of the Corporation and the Underwriter acknowledges and agrees that for all purposes of this Agreement. In addition, the only any certificate signed by a Selling Stockholder Information is the statements pertaining to the name and address Stockholder, if applicable, officer of such Selling Stockholder and or the number of shares owned and the number of shares proposed to be sold by such Selling Stockholder (but, for avoidance of doubt, excluding percentages) under the caption “Principal and Selling Stockholders” in the Pricing Disclosure Package and the Prospectus; (h) Such Selling Stockholder will deliver to the Underwriter prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof); (i) Shares in book entry form representing all of the Purchased Securities to be sold by such Selling Stockholder will be held in registered book-entry form with Computershare Investor Services and, as of the Closing Date, will be subject to a duly executed transfer instruction on behalf of such Selling Stockholder; (j) The obligations Representative of the Selling Stockholders hereunder shall not be terminated by operation of law, by the dissolution of such Selling Stockholder, or by the occurrence of any other similar event; if any such Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Purchased Securities hereunder, shares in book-entry form representing the Purchased Securities shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement; (k) Such Selling Stockholder has been duly incorporated or formed and is validly existing as a corporation, limited liability company, general partnership or limited partnership, as applicable, in good standing under the laws of its jurisdiction of formation or incorporation; (l) Upon payment for the Purchased Securities to be sold by such Selling Stockholder, delivery of such Purchased Securities, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Purchased Securities in the name of Cede or such other nominee and the crediting by book entry of such Purchased Securities on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)) of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the New York UCC) to such Purchased Securities or any security entitlement in respect thereof), (i) DTC shall be a “protected purchaser” of such Purchased Securities within the meaning of Section 8-303 of the New York UCC, (ii) under Section 8-501 of the New York UCC, the Underwriter will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the New York UCC) in respect of such Purchased Securities, and (iii) to the extent governed by the provisions of Section 8-502 of the New York UCC, no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) to such Purchased Securities may be asserted against the Underwriter with respect to such security entitlement; it being understood that for, purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (A) such Purchased Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Corporation’s share registry in accordance with the Certificate of Incorporation and Bylaws of the Corporation and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the New York UCC and (C) appropriate book entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the New York UCC; and (m) Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than, if applicable, the Corporation and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Purchased Securities. Any certificate signed by any officer of such Selling Stockholder and delivered to the Underwriter Underwriters or counsel for the Underwriter Underwriters in connection with the offering of the Purchased Securities Shares shall be deemed to be a representation and warranty by such Selling Stockholder, Stockholder as to matters covered thereby, to the Underwriter and to the Corporationeach Underwriter.

Representations and Warranties of the Selling Stockholders. (a) Each of the Selling Stockholders, severally and not jointly, represents and warrants to to, and agrees with, the Underwriter thatUnderwriters as follows: (ai) The execution This Agreement and delivery of this the Custody Agreement by such (the “Custody Agreement”) between the Selling Stockholder and Continental Stock Transfer & Trust Company (the consummation by such Selling Stockholder of the transactions contemplated by this Agreement “Custodian”) have been duly authorized by all necessary corporate, partnership or similar action on the part of such Selling Stockholder; and such Selling Stockholder has full right and all corporate, limited partnership, limited liability company or similar power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Securities to be sold by such Selling Stockholder; and this Agreement has been duly authorized, executed and delivered by such the Selling Stockholder. (b) The sale , and constitute valid, legal and binding obligations of the Purchased Securities Selling Stockholder, enforceable in accordance with their terms, except as rights to indemnity hereunder may be sold limited by federal or state securities laws and except as such Selling Stockholder hereunder enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement and the compliance by such Selling Stockholder with all of the provisions of this Custody Agreement and the consummation of the transactions herein and therein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default under, any indenturestatute, mortgage, deed of trust, loan agreement or other agreement or instrument to which such the Selling Stockholder is a party or by which such Selling Stockholder it is bound or to which any of the its property or assets of such Selling Stockholder is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder, (B) result in any violation of the provisions of the certificate of incorporation or bylaws of such Selling Stockholder if such Selling Stockholder is a corporation, the Certificate of Formation or Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Certificate of Formation or Limited Liability Agreement or Operating Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or (C) result in any violation of any statute or any order, rule rule, regulation or regulation decree of any court or governmental agency or body having jurisdiction over such the Selling Stockholder or the property any of such Selling Stockholderits properties, except for such violations in subparagraph (C) and defaults that would not, individually or in the aggregate, aggregate would not reasonably be expected to have a material adverse effect on Material Adverse Effect. The execution, delivery and performance of this Agreement and the ability Custody Agreement and the consummation of such the transactions herein and therein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Selling Stockholder to perform its obligations hereunder; provided that no representation or warranty is made in this clause (b) with respect to the antifraud provisions of federal and state securities laws; (c) Stockholder’s organizational documents. No consent, approval, authorization or order of, or qualification filing with, any court or governmental agency or body or agency is required for the execution, delivery and performance by such Selling Stockholder of its obligations under this Agreement, and Agreement or the Custody Agreement or for the sale and delivery consummation of the Purchased Securities to be sold transactions contemplated hereby or thereby, including the sale of the Shares by such the Selling Stockholder hereunderStockholder, except (A) as may be required under the Securities Act, the Exchange Act or the regulations thereunder, foreign or state securities laws (including “Blue Sky” or blue sky laws) or ; and the rules and regulations of the Financial Industry Regulatory Authority, Inc. or the New York Stock Exchange, (B) such as will have been obtained on or prior to the Closing Date, and (C) for such consents, approvals, authorizations, orders, registrations or qualifications as the failure to obtain or make of which would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations under this Agreement; (d) Such Selling Stockholder has the power and authority to enter into this Agreement and the Custody Agreement and to consummate the transactions contemplated by such agreements. (ii) On the date hereof, the Selling Stockholder is the record and beneficial owner of the Warrants and Series B as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. The Selling Stockholder has the financial capacity to exercise the Warrants and, immediately prior to the Closing Date good and valid title execution of a Pricing Agreement, will have exercised the Warrants, in accordance with the terms thereof, with respect to the Purchased Securities Shares that are the subject of such Pricing Agreement. Upon execution of one or more Pricing Agreements and on each Closing Date, the Selling Stockholder will be the record and beneficial owner of all of the Shares to be sold by such the Selling Stockholder hereunder, on such Closing Date free and clear of all liens, encumbrances, equities and claims. (iii) On the applicable Closing Date, all stock transfer or claims other taxes (other than pursuant income taxes) that are required to this Agreement be paid in connection with the sale and other than any such security interests, liens, encumbrances, equities and claims created transfer by the Underwriter Selling Stockholder of the Shares will be fully paid or resulting from any action provided for by the Underwriter); Selling Stockholder. (iv) All information with respect to the Purchased Securities to be sold by such Selling Stockholder are not subject to any option, warrant, put, call, right of first refusal or other right to purchase or otherwise acquire any such securities other than pursuant to this Agreement; (e) Such Selling Stockholder has executed and delivered to the Underwriter a lockup agreement in a form substantially to the effect set forth in Exhibit I hereto; (f) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Purchased Securities, except for any such actions as may be taken by the Underwriter as disclosed in the Pricing Disclosure Package and the Prospectus; (g) To the extent that any statements made contained in the Registration Statement, the Pricing Time of Sale Disclosure Package or and the Prospectus Prospectus, or any amendment or supplement thereto are made thereto, complied or will comply in reliance upon all material respects with all applicable requirements of the Securities Act and the Rules and Regulations promulgated thereunder and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (v) The Selling Stockholder, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of the Shares, except as has been previously disclosed in conformity with written information furnished writing to the Corporation by such Underwriters. (vi) All information relating to the Selling Stockholder furnished by or on behalf of the Selling Stockholder in writing expressly for use therein (the “Selling Stockholder Information”), such statements made in the Registration Statement and or the Pricing Time of Sale Disclosure Package did not, and such statements made in the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the CommissionPackage, as the case may be, is as of the applicable Closing Date, true, correct, and complete in all material respects, and does not, and will not not, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein such information not misleading in light of the circumstances under which they were mademisleading. In addition, with respect to the Selling Stockholder Information; provided that each of the Corporation and the Underwriter acknowledges and agrees that for all purposes of this Agreement, the only Selling Stockholder Information is the statements pertaining to the name and address of such Selling Stockholder and confirms as accurate the number of shares owned and of Common Stock set forth opposite the number of shares proposed to be sold by such Selling Stockholder (but, for avoidance of doubt, excluding percentages) under the caption “Principal and Selling Stockholders” Stockholder’s name in the Pricing Registration Statement, the Time of Sale Disclosure Package and the Prospectus;. (hvii) Such The Selling Stockholder has not taken and will deliver not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (viii) Other than the Underwriters, no person has the right to act as a placement agent, underwriter or as a financial advisor in connection with the sale of the Shares contemplated hereby. (ix) Nothing has come to the Underwriter prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof); (i) Shares in book entry form representing all of the Purchased Securities to be sold by such Selling Stockholder will be held in registered book-entry form with Computershare Investor Services and, as of the Closing Date, will be subject to a duly executed transfer instruction on behalf of such Selling Stockholder; (j) The obligations attention of the Selling Stockholders hereunder shall not be terminated by operation of law, by Stockholder that has caused the dissolution of such Selling Stockholder, or by the occurrence of any other similar event; if any such Selling Stockholder should be dissolved, or if any other such event should occur, before to believe that the delivery representations and warranties of the Purchased Securities hereunderCompany contained in Sections 2, shares in book-entry form representing 3 and 4 are not true and correct; the Purchased Securities shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement; (k) Such Selling Stockholder has been duly incorporated reviewed the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and has no Knowledge of any material fact, condition or formed information not disclosed in the Registration Statement or the Time of Sale Disclosure Package which has had or which could reasonably be expected to result in a Material Adverse Effect, and the Selling Stockholder is validly existing as a corporation, limited liability company, general partnership not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement or limited partnership, as applicable, in good standing under the laws Time of its jurisdiction of formation or incorporation;Sale Disclosure Package. (lb) Upon payment for the Purchased Securities to be sold by such Selling Stockholder, delivery of such Purchased Securities, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Purchased Securities in the name of Cede or such other nominee and the crediting by book entry of such Purchased Securities on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)) of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the New York UCC) to such Purchased Securities or any security entitlement in respect thereof), (i) DTC shall be a “protected purchaser” of such Purchased Securities within the meaning of Section 8-303 of the New York UCC, (ii) under Section 8-501 of the New York UCC, the Underwriter will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the New York UCC) in respect of such Purchased Securities, and (iii) to the extent governed by the provisions of Section 8-502 of the New York UCC, no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) to such Purchased Securities may be asserted against the Underwriter with respect to such security entitlement; it being understood that for, purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (A) such Purchased Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Corporation’s share registry in accordance with the Certificate of Incorporation and Bylaws of the Corporation and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the New York UCC and (C) appropriate book entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the New York UCC; and (m) Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than, if applicable, the Corporation and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Purchased Securities. Any certificate signed by any officer of such the Selling Stockholder and delivered to the Underwriter Underwriters or to each Underwriter’s counsel for the Underwriter in connection with the offering of the Purchased Securities shall be deemed a representation and warranty by such the Selling Stockholder, Stockholder to the Underwriters as to the matters covered thereby, to the Underwriter and to the Corporation.

Representations and Warranties of the Selling Stockholders. (a) Each of the Selling StockholdersStockholder, severally and not jointly, represents and warrants to the Underwriter thatand to, and agrees with, each Placement Agent as follows: (ai) The execution and delivery of this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership or similar action on the part of such Selling Stockholder; and such Selling Stockholder has full right and all corporate, limited partnership, limited liability company or similar power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Securities to be sold by such Selling Stockholder; and this This Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (b) The sale , and constitutes a valid, legal and binding obligation of the Purchased Securities to be sold by such Selling Stockholder Stockholder, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the compliance by such Selling Stockholder with all rights of the provisions creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default under, any indenturestatute, mortgage, deed of trust, loan agreement or other agreement or instrument to which such the Selling Stockholder is a party or by which such Selling Stockholder it is bound or to which any of the its property or assets of such Selling Stockholder is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder, (B) result in any violation of the provisions of the certificate of incorporation or bylaws of such Selling Stockholder if such Selling Stockholder is a corporation, the Certificate of Formation or Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Certificate of Formation or Limited Liability Agreement or Operating Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or (C) result in any violation of any statute or any order, rule rule, regulation or regulation decree of any court or governmental agency or body having jurisdiction over such the Selling Stockholder or the property any of such Selling Stockholderits properties, except for such violations in subparagraph (C) and defaults that would not, individually or in the aggregate, aggregate would not reasonably be expected to have a material adverse effect on Material Adverse Effect. The execution, delivery and performance of this Agreement and the ability consummation of such the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Selling Stockholder to perform its obligations hereunder; provided that no representation or warranty is made in this clause (b) with respect to the antifraud provisions of federal and state securities laws; (c) Stockholder’s organizational documents. No consent, approval, authorization or order of, or qualification filing with, any court or governmental agency or body or agency is required for the execution, delivery and performance by such Selling Stockholder of its obligations under this Agreement, and Agreement or for the sale and delivery consummation of the Purchased Securities to be sold transactions contemplated hereby, including the sale of the Secondary Shares by such the Selling Stockholder hereunderStockholder, except (A) as may be required under the Securities Act, the Exchange Act or the regulations thereunder, foreign or state securities laws (including “Blue Sky” or blue sky laws) or ; and the rules and regulations of the Financial Industry Regulatory Authority, Inc. or the New York Stock Exchange, (B) such as will have been obtained on or prior to the Closing Date, and (C) for such consents, approvals, authorizations, orders, registrations or qualifications as the failure to obtain or make of which would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder has the power and authority to perform its obligations under enter into this Agreement and to sell the Shares as contemplated by this Agreement;. (dii) Such Selling Stockholder has immediately prior to is, on the Closing Date good date hereof, the record and valid title to beneficial owner of all of the Purchased Securities Secondary Shares to be sold by such the Selling Stockholder hereunder, hereunder free and clear of all liens, encumbrances, equities or claims (other than pursuant to this Agreement and other than any such security interests, liens, encumbrances, equities and claims created by and has duly indorsed such Shares in blank or has duly signed a stock power assigning all right, title and interest to the Underwriter or resulting from any action by the Underwriter); the Purchased Securities Secondary Shares to be sold by such Selling Stockholder are not subject Stockholder, with all signatures appropriately guaranteed by an eligible guarantor institution with membership in an approved medallion guaranty program pursuant to any optionRule 17Ad-15 under the Exchange Act. (iii) On the applicable Closing Date, warrant, put, call, right of first refusal all stock transfer or other right to purchase or otherwise acquire any such securities taxes (other than pursuant income taxes) that are required to this Agreement;be paid in connection with the sale and transfer by such Selling Stockholder of the Secondary Shares will be fully paid or provided for by such Selling Stockholder and all laws imposing such taxes will be fully complied with in all material respects. (eiv) All information with respect to such Selling Stockholder contained in the Registration Statement, the Time of Sale Disclosure Package and any Prospectus, or any amendment or supplement thereto, complied or will comply in all material respects with all applicable requirements of the Securities Act and the Rules and Regulations promulgated thereunder and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (v) Such Selling Stockholder, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of the Secondary Shares, except as has been previously disclosed in writing to the Placement Agents. (vi) Such Selling Stockholder represents and warrants that it has executed not prepared or had prepared on its behalf or used or referred to any “free writing prospectus” (as defined in Rule 405 of the Act) and delivered further represents that it has not distributed and will not distribute any written materials in connection with the offer or sale of the Secondary Shares that could otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed with the Underwriter a lockup agreement in a form substantially to Commission or retained under Rule 433 of the effect set forth in Exhibit I hereto;Act. (fvii) Such Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in an offering contemplated by this Agreement, except for such rights that have been waived. (viii) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which that might be reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Corporation Company to facilitate the sale or resale of the Purchased Securities, except for any such actions as may be taken by the Underwriter as disclosed in the Pricing Disclosure Package and the Prospectus;Secondary Shares. (gb) To the extent that any statements made in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Corporation by such Selling Stockholder expressly for use therein (the “Selling Stockholder Information”), such statements made in the Registration Statement and the Pricing Disclosure Package did not, and such statements made in the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, with respect to the Selling Stockholder Information; provided that each of the Corporation and the Underwriter acknowledges and agrees that for all purposes of this Agreement, the only Selling Stockholder Information is the statements pertaining to the name and address of such Selling Stockholder and the number of shares owned and the number of shares proposed to be sold by such Selling Stockholder (but, for avoidance of doubt, excluding percentages) under the caption “Principal and Selling Stockholders” in the Pricing Disclosure Package and the Prospectus; (h) Such Selling Stockholder will deliver to the Underwriter prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof); (i) Shares in book entry form representing all of the Purchased Securities to be sold by such Selling Stockholder will be held in registered book-entry form with Computershare Investor Services and, as of the Closing Date, will be subject to a duly executed transfer instruction on behalf of such Selling Stockholder; (j) The obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, by the dissolution of such Selling Stockholder, or by the occurrence of any other similar event; if any such Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Purchased Securities hereunder, shares in book-entry form representing the Purchased Securities shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement; (k) Such Selling Stockholder has been duly incorporated or formed and is validly existing as a corporation, limited liability company, general partnership or limited partnership, as applicable, in good standing under the laws of its jurisdiction of formation or incorporation; (l) Upon payment for the Purchased Securities to be sold by such Selling Stockholder, delivery of such Purchased Securities, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Purchased Securities in the name of Cede or such other nominee and the crediting by book entry of such Purchased Securities on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)) of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the New York UCC) to such Purchased Securities or any security entitlement in respect thereof), (i) DTC shall be a “protected purchaser” of such Purchased Securities within the meaning of Section 8-303 of the New York UCC, (ii) under Section 8-501 of the New York UCC, the Underwriter will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the New York UCC) in respect of such Purchased Securities, and (iii) to the extent governed by the provisions of Section 8-502 of the New York UCC, no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) to such Purchased Securities may be asserted against the Underwriter with respect to such security entitlement; it being understood that for, purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (A) such Purchased Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Corporation’s share registry in accordance with the Certificate of Incorporation and Bylaws of the Corporation and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the New York UCC and (C) appropriate book entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the New York UCC; and (m) Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than, if applicable, the Corporation and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Purchased Securities. Any certificate signed by any officer of such a Selling Stockholder and delivered to the Underwriter Placement Agents or to the Placement Agents’ counsel for the Underwriter in connection with the offering of the Purchased Securities shall be deemed a representation and warranty by such Selling Stockholder, Stockholder to the Placement Agents as to the matters covered thereby, to the Underwriter and to the Corporation.

Representations and Warranties of the Selling Stockholders. (a) Each of the Selling Stockholders, severally and not jointly, Stockholder represents and warrants to to, and agrees with, the Underwriter thatUnderwriters as follows: (ai) The execution and delivery of this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership or similar action on the part of such Selling Stockholder; and such Selling Stockholder has full right and all corporate, limited partnership, limited liability company or similar power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Securities to be sold by such Selling Stockholder; and this This Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (b) The sale , and constitutes a valid, legal and binding obligation of the Purchased Securities to be sold by such Selling Stockholder Stockholder, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the compliance by such Selling Stockholder with all rights of the provisions creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default under, any indenturestatute, mortgage, deed of trust, loan agreement or other agreement or instrument to which such the Selling Stockholder is a party or by which such Selling Stockholder it is bound or to which any of the its property or assets of such Selling Stockholder is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder, (B) result in any violation of the provisions of the certificate of incorporation or bylaws of such Selling Stockholder if such Selling Stockholder is a corporation, the Certificate of Formation or Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Certificate of Formation or Limited Liability Agreement or Operating Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or (C) result in any violation of any statute or any order, rule rule, regulation or regulation decree of any court or governmental agency or body having jurisdiction over such the Selling Stockholder or the property any of such Selling Stockholderits properties, except for such violations in subparagraph (C) and defaults that would not, individually or in the aggregate, aggregate would not reasonably be expected to have a material adverse effect on Material Adverse Effect. The execution, delivery and performance of this Agreement and the ability consummation of such the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Selling Stockholder to perform its obligations hereunder; provided that no representation Stockholder’s charter or warranty is made in this clause (b) with respect to the antifraud provisions of federal and state securities by laws; (c) . No consent, approval, authorization or order of, or qualification filing with, any court or governmental agency or body or agency is required for the execution, delivery and performance by such Selling Stockholder of its obligations under this Agreement, and Agreement or for the sale and delivery consummation of the Purchased Securities to be sold transactions contemplated hereby, including the sale of the Additional Shares by such the Selling Stockholder hereunderStockholder, except (A) as may be required under the Securities Act, the Exchange Act or the regulations thereunder, foreign or state securities laws (including “Blue Sky” or blue sky laws) or ; and the rules and regulations of the Financial Industry Regulatory Authority, Inc. or the New York Stock Exchange, (B) such as will have been obtained on or prior to the Closing Date, and (C) for such consents, approvals, authorizations, orders, registrations or qualifications as the failure to obtain or make of which would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder has the power and authority to perform its obligations under enter into this Agreement and to sell the Additional Shares as contemplated by this Agreement;. (dii) Such Selling Stockholder has immediately prior to is, on the Closing Date good date hereof, the record and valid title to beneficial owner of all of the Purchased Securities Additional Shares to be sold by such the Selling Stockholder hereunder, hereunder free and clear of all liens, encumbrances, equities or claims (other than pursuant to this Agreement and other than any such security interests, liens, encumbrances, equities and claims created by and has duly indorsed such Additional Shares in blank or has duly signed a stock power assigning all right, title and interest to the Underwriter or resulting from any action by the Underwriter); the Purchased Securities Additional Shares to be sold by such Selling Stockholder are not subject Stockholder, with all signatures appropriately guaranteed by an eligible guarantor institution with membership in an approved medallion guaranty program pursuant to any optionRule 17Ad-15 under the Exchange Act. (iii) On the applicable Option Closing Date, warrant, put, call, right of first refusal all stock transfer or other right to purchase or otherwise acquire any such securities taxes (other than pursuant income taxes) that are required to this Agreement;be paid in connection with the sale and transfer by such Selling Stockholder of the Additional Shares will be fully paid or provided for by such Selling Stockholder and all laws imposing such taxes will be fully complied with. (eiv) Such Selling Stockholder has executed and delivered to the Underwriter a lockup agreement in a form substantially to the effect set forth in Exhibit I hereto; (f) Such Selling Stockholder has not taken and will not takeStockholder, directly or indirectly, has not entered into any action commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which is designed to transfers or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation may transfer any of the price of legal or beneficial ownership or any security of the Corporation to facilitate the sale or resale economic consequences of ownership of the Purchased SecuritiesAdditional Shares, except for any such actions as may be taken by the Underwriter as has been previously disclosed in writing to the Pricing Disclosure Package and the Prospectus;Underwriters. (gv) To Such Selling Stockholder represents and warrants that it has not prepared or had prepared on its behalf or used or referred to any “free writing prospectus” (as defined in Rule 405 of the extent Act) and further represents that it has not distributed and will not distribute any statements made written materials in connection with the offer or sale of the Additional Shares that could otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed with the Commission or retained under Rule 433 of the Act. (vi) All information relating to such Selling Stockholder furnished by or on behalf of such Selling Stockholder in writing expressly for use in the Registration Statement, the Pricing Time of Sale Disclosure Package or the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Corporation by such Selling Stockholder expressly for use therein (the “Selling Stockholder Information”), such statements made in the Registration Statement and the Pricing Disclosure Package did not, and such statements made in the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, is, as of the Closing Date and as of each Option Closing Date, true, correct, and complete in all material respects, and does not and, as of the Closing Date and each Option Closing Date, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading such information, in light of the circumstances under which they were made, with respect to the Selling Stockholder Informationnot misleading; provided it being understood and agreed that each of the Corporation and the Underwriter acknowledges and agrees that for all purposes of this Agreement, the only Selling Stockholder Information is the statements pertaining to the name and address of such Selling Stockholder and the number of shares owned and the number of shares proposed to be sold information furnished by such Selling Stockholder consists of the name of such Selling Stockholder, the number of offered Additional Shares, the number and type of securities held, and the address and other information with respect to such Selling Stockholder (but, for avoidance of doubt, excluding percentages) that appear in the table (and corresponding footnotes) under the caption “Security Ownership of Management and Principal and Selling Stockholders” in the Pricing Disclosure Package and the Prospectus;. (hvii) Such Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in an offering contemplated by this Agreement, except for such rights that have been waived. (viii) Such Selling Stockholder has not taken and will deliver to the Underwriter prior not take, directly or indirectly, any action designed to or at that would reasonably be expected to cause or result in stabilization or manipulation of the Closing Date a properly completed and executed United States Treasury Department Form W-9 (price of any security of the Company to facilitate the sale or other applicable form or statement specified by Treasury Department regulations in lieu thereof);resale of the Additional Shares. (ib) Shares in book entry form representing all of the Purchased Securities to be sold by such Selling Stockholder will be held in registered book-entry form with Computershare Investor Services and, as of the Closing Date, will be subject to a duly executed transfer instruction on behalf of such Selling Stockholder; (j) The obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, by the dissolution of such Selling Stockholder, or by the occurrence of any other similar event; if any such Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Purchased Securities hereunder, shares in book-entry form representing the Purchased Securities shall be delivered Any certificate signed by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement; (k) Such Selling Stockholder has been duly incorporated or formed and is validly existing as a corporation, limited liability company, general partnership or limited partnership, as applicable, in good standing under the laws of its jurisdiction of formation or incorporation; (l) Upon payment for the Purchased Securities to be sold by such Selling Stockholder, delivery of such Purchased Securities, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Purchased Securities in the name of Cede or such other nominee and the crediting by book entry of such Purchased Securities on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)) of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the New York UCC) to such Purchased Securities or any security entitlement in respect thereof), (i) DTC shall be a “protected purchaser” of such Purchased Securities within the meaning of Section 8-303 of the New York UCC, (ii) under Section 8-501 of the New York UCC, the Underwriter will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the New York UCC) in respect of such Purchased Securities, and (iii) to the extent governed by the provisions of Section 8-502 of the New York UCC, no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) to such Purchased Securities may be asserted against the Underwriter with respect to such security entitlement; it being understood that for, purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (A) such Purchased Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Corporation’s share registry in accordance with the Certificate of Incorporation and Bylaws of the Corporation and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the New York UCC and (C) appropriate book entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the New York UCC; and (m) Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than, if applicable, the Corporation and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Purchased Securities. Any certificate signed by any officer of such Selling Stockholder and delivered to the Underwriter Representative or to the Underwriters’ counsel for the Underwriter in connection with the offering of the Purchased Securities shall be deemed a representation and warranty by such Selling Stockholder, Stockholder to the Underwriters as to the matters covered thereby, to the Underwriter and to the Corporation.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, represents and warrants to the Underwriter Underwriters that: (a) The execution and delivery of this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership or similar action on the part of such Selling Stockholder; and such Selling Stockholder has full right and all corporate, limited partnership, limited liability company or similar power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Securities to be sold by such Selling Stockholder; and this Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (b) The sale of the Purchased Securities to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder, (B) result in any violation of the provisions of the certificate of incorporation or bylaws of such Selling Stockholder if such Selling Stockholder is a corporation, the Certificate of Formation or Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership, the Certificate of Formation or Limited Liability Agreement or Operating Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or (C) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property of such Selling Stockholder, except for such violations in subparagraph (C) that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder; provided that no representation or warranty is made in this clause (b) with respect to the antifraud provisions of federal and state securities laws; (c) No consent, approval, authorization or order of, or qualification with, any court or governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, and for the sale and delivery of the Purchased Securities to be sold by such Selling Stockholder hereunder, except (A) as may be required under the Securities Act, the Exchange Act or the regulations thereunder, foreign or state securities laws (including “Blue Sky” laws) or the rules and regulations of the Financial Industry Regulatory Authority, Inc. or the New York Stock Exchange, (B) such as will have been obtained on or prior to the Closing Date, and (C) for such consents, approvals, authorizations, orders, registrations or qualifications as the failure to obtain or make of which would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations under this Agreement; (d) Such Selling Stockholder has immediately prior to the Closing Date good and valid title to the Purchased Securities to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims (other than pursuant to this Agreement and other than any such security interests, liens, encumbrances, equities and claims created by the Underwriter Underwriters or resulting from any action by the UnderwriterUnderwriters); the Purchased Securities to be sold by such Selling Stockholder are not subject to any option, warrant, put, call, right of first refusal or other right to purchase or otherwise acquire any such securities other than pursuant to this Agreement; (e) Such Selling Stockholder has executed and delivered to the Underwriter Underwriters a lockup agreement in a form substantially to the effect set forth in Exhibit I hereto; (f) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Purchased Securities, except for any such actions as may be taken by the Underwriter Underwriters as disclosed in the Pricing Disclosure Package and the Prospectus; (g) To the extent that any statements made in the Registration Statement, the Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Corporation by such Selling Stockholder expressly for use therein (the “Selling Stockholder Information”), such statements made in the Registration Statement and the Pricing Disclosure Package did not, and such statements made in the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, with respect to the Selling Stockholder Information; provided that each of the Corporation and the Underwriter Underwriters acknowledges and agrees that for all purposes of this Agreement, the only Selling Stockholder Information is the statements pertaining to the name and address of such Selling Stockholder and the number of shares owned and the number of shares proposed to be sold by such Selling Stockholder (but, for avoidance of doubt, excluding percentages) under the caption “Principal and Selling Stockholders” in the Pricing Disclosure Package and the Prospectus; (h) Such Selling Stockholder will deliver to the Underwriter Underwriters prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof); (i) Shares in book entry form representing all of the Purchased Securities to be sold by such Selling Stockholder will be held in registered book-entry form with Computershare Investor Services and, as of the Closing Date, will be subject to a duly executed transfer instruction on behalf of such Selling Stockholder; (j) The obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, by the dissolution of such Selling Stockholder, or by the occurrence of any other similar event; if any such Selling Stockholder should be dissolved, or if any other such event should occur, before the delivery of the Purchased Securities hereunder, shares in book-entry form representing the Purchased Securities shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement; (k) Such Selling Stockholder has been duly incorporated or formed and is validly existing as a corporation, limited liability company, general partnership or limited partnership, as applicable, in good standing under the laws of its jurisdiction of formation or incorporation; (l) Upon payment for the Purchased Securities to be sold by such Selling Stockholder, delivery of such Purchased Securities, as directed by the UnderwriterUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Purchased Securities in the name of Cede or such other nominee and the crediting by book entry of such Purchased Securities on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)) of the Underwriter Underwriters (assuming that neither DTC nor the Underwriter has Underwriters have notice of any “adverse claim” (within the meaning of Section 8-105 of the New York UCC) to such Purchased Securities or any security entitlement in respect thereof), (i) DTC shall be a “protected purchaser” of such Purchased Securities within the meaning of Section 8-303 of the New York UCC, (ii) under Section 8-501 of the New York UCC, the Underwriter Underwriters will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the New York UCC) in respect of such Purchased Securities, and (iii) to the extent governed by the provisions of Section 8-502 of the New York UCC, no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) to such Purchased Securities may be asserted against the Underwriter Underwriters with respect to such security entitlement; it being understood that for, purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (A) such Purchased Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Corporation’s share registry in accordance with the Certificate of Incorporation and Bylaws of the Corporation and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the New York UCC and (C) appropriate book entries to the accounts of the Underwriter Underwriters on the records of DTC will have been made pursuant to the New York UCC; and (m) Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than, if applicable, the Corporation and the UnderwriterUnderwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Purchased Securities. Any certificate signed by any officer of such Selling Stockholder and delivered to the Underwriter Underwriters or counsel for the Underwriter Underwriters in connection with the offering of the Purchased Securities shall be deemed a representation and warranty by such Selling Stockholder, as to matters covered thereby, to the Underwriter Underwriters and to the Corporation.