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 each Underwriter that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (c) The execution and delivery of this Agreement and the sale and delivery of the Shares to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointlyjointly with the other Selling Stockholders, represents and warrants to and agrees with each Underwriter of the Underwriters on the date hereof, on the Closing Date and on each Option Closing Date, if any, that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The Neither the execution and delivery by such Selling Stockholder of, nor the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and American Stock Transfer and Trust Company, as Custodian, relating to the sale and delivery deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the consummation Power of Attorney appointing certain individuals as such Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated herein hereby and compliance by such Selling Stockholder with its obligations hereunder do not and the Registration Statement (the “Power of Attorney”) will notconflict with, whether with or without the giving of notice or passage of time or bothcontravene, (A) conflict with or constitute result in a breach or violation of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to to, or constitute a default under (i) any contractstatute, indenturelaw, mortgagerule, deed regulation, judgment, order or decree of trustany governmental body, loan regulatory or credit agreement, note, license, lease administrative agency or other agreement or instrument to which court having jurisdiction over such Selling Stockholder Stockholder, provided that no warranty is a party or by which such Selling Stockholder may be bound, or made in this clause (i) with respect to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the antifraud provisions of federal and state securities laws; (ii) the charter certificate of incorporation or by-laws bylaws (or other organizational instrument documents) of such Selling Stockholder, if applicable, or (Ciii) result in any violation of any applicable treatycontract, lawagreement, statuteobligation, rule, regulation, judgment, order, writ covenant or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over instrument to which such Selling Stockholder (or any of its propertiesassets) is subject or bound, except, in the case of this clause (A) and (Ciii), (x) for such breaches and conflicts, breaches, violations or defaults that would not, singly or in the aggregate, not reasonably be expected to result impair in a Material Adverse Change any material respect the consummation of such Selling Stockholder’s obligations under this Agreement, the Custody Agreement or the Power of Attorney; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as may (i) be required by the securities or blue sky laws of the various jurisdictions in connection with the offer and sale of the Shares, (ii) not be reasonably expected to impair in any material respect the consummation of the Selling Stockholder’s obligations hereunder and (yiii) as would not, singly have previously been made or in the aggregate, affect the validity of the obtained. (c) The Shares to be sold by such Selling Stockholder pursuant to this Agreement are represented as of the date of this Agreement by certificated securities in registered form of either Class A Common Stock, Class B Common Stock or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. Series B Preferred Stock of the Company (d) the “Current Shares”). Such Selling Stockholder hasis now the lawful owner of the Current Shares, and on the Closing Date or and following conversion of the applicable Option Closing Date (as defined below), as the case may beCurrent Shares, will have, valid title to be the lawful owner of the number of Shares to be sold by such Selling Stockholder pursuant to this Agreement, and has now with respect to the Current Shares, and on the Closing Date with respect to the Shares, will have valid marketable title to, or a valid “security entitlement” (within the meaning of Section 408.102 of the Wisconsin Uniform Commercial Code (the “UCC”) or other applicable state statute) in respect of, the number of Shares to be sold by such Selling Stockholder under this Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement or a valid security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any “adverse claim,” (within the meaning of Section 8-105 408.102 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), ) to such Shares), (i) DTC shall be a “protected purchaser” of such Shares (within the meaning of Section 408.303(1) of the UCC), (ii) under Section 8-501 408.501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Shares Shares, and (iiiii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” (within the meaning of Section 8-102 408.102 of the UCC, ) to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (ix) such Shares shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (iiy) DTC will be registered as a “clearing corporation,” (within the meaning of Section 8-102 408.102 of the UCC), and (iiiz) appropriate entries to the accounts of each of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has not, prior to the execution of this Agreement, offered or sold any Shares by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the then most recent Preliminary Prospectus. (g) If such Selling Stockholder is a beneficial owner of 5% or more of the outstanding Common Stock or of any unregistered equity securities of the Company that were acquired at any time on or after the 180th day immediately preceding the date the Registration Statement was initially filed with the Commission, such Selling Stockholder does not taken, and will not takehave any association or affiliation with a member of FINRA. (h) Such Selling Stockholder has not, directly or indirectly, taken any action which is designed to designed, or which constituted will constitute, or would has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is familiar with the Registration Statement, the Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Time of Sale Prospectus or the Prospectus that has had, or may have, a material adverse effect. Such Selling Stockholder confirms the accuracy of (i) an employee benefit plan as defined the information concerning the undersigned contained in the Selling Stockholder’s questionnaire furnished by the undersigned to the Company for purposes of filings with FINRA, and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) information concerning the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating undersigned as set forth in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectlyRegistration Statement, the proceeds Time 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. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement Sale Prospectus and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, caption “Principal and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such courtStockholders.”

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly, represents and warrants to each and agrees with the Underwriter that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement and the sale execution and delivery by each Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, the Custody Agreement signed by such Selling Stockholder and American Stock Transfer & Trust Company, LLC as Custodian, relating to the deposit of stock powers related to the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the consummation Power of Attorney appointing certain individuals as such Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated herein hereby and compliance by such Selling Stockholder with its obligations hereunder do the Registration Statement (the “Power of Attorney”) will not and will not, whether with or without the giving contravene (i) any provision of notice or passage of time or bothapplicable law, (Aii) conflict with the certificate of incorporation or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets by-laws of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which (if such Selling Stockholder is a party corporation), (iii) any agreement or by which other instrument binding upon such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (Civ) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ order or decree of any governmentgovernmental body, government instrumentality agency or court, domestic or foreign, court having jurisdiction over such Selling Stockholder or any of its propertiesStockholder, except, except in the case of clauses (Ai), (iii) and (C), (xiv) for where such breaches and violations that contravention would not, singly or in the aggregate, reasonably be expected to result in have a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, the Custody Agreement or Power of Attorney of such Selling Stockholder, except (i) such as has been obtained or will be obtained prior to the Closing Date, (ii) such as may be required by the Securities Act, the Exchange Act, the rules of the NYSE, the Financial Industry Regulatory Authority, Inc. (“FINRA”) or the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares or (iii) such that would not reasonably be expected to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement. (dc) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares, including the Repurchase Shares (as applicable), to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, and if applicable, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares, including the Repurchase Shares (as applicable), to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to the securities accounts (within the meaning of Section 8-501(a) account of the UCC) of the Underwriters Underwriter (assuming that neither DTC nor the Underwriters Underwriter has notice of any “adverse claim,” claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code then in effect in (the State of New York (“UCC”), ) to such Shares), (iA) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid “security entitlement” entitlement in respect of such Shares and (iiC) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) delivery, registration and crediting occur, (ix) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (iiy) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, UCC and (iiiz) appropriate entries to the accounts account of the Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, 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, (ivii) to the extent DTCTime of Sale Prospectus does not, or any other securities intermediary which acts as “clearing corporation” with respect to and at the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) time of each sale of the UCC) Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a clearing corporation pursuant material fact or omit to Section 8-111 state a material fact necessary to make the statements therein, in the light of the UCCcircumstances under which they were made, not misleading, and (iii) the rules Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of such clearing corporation may affect a material fact or omit to state a material fact necessary to make the rights of DTC or such securities intermediaries and statements therein, in the ownership interest light of the Underwriterscircumstances under which they were made, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to not misleading; provided that the extent representations and warranties set forth in Section 8-511(bthis paragraph 2(f) are limited to statements or omissions made in reliance upon and 8-511(c) of in conformity with information relating to such Selling Stockholder furnished to the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata Company in writing by such Selling Stockholder expressly for use in the Shares then held by DTC Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto, it being understood and agreed that such securities intermediaryinformation consists only of such Selling Stockholder’s name and the information relating to its holdings of Common Stock set forth under the heading “Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto (the “Selling Stockholder Information”). (fg) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which has constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing withFurther, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act Selling Stockholders listed in Schedule IV hereto represents and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder warrants that it is not (i) an employee benefit plan as defined in and subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Code, Internal Revenue 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. (ji) Additionally, each of the Selling Stockholders in Schedule V hereto, solely for purposes of assisting the Underwriter in relying on the exception from fiduciary status under U.S. Department of Labor Regulations set forth in Section 29 CFR 2510.3-21(c)(1), represents and warrants that either: (i) None it is not (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Code or (3) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise; or (ii) if it is a plan, account or entity described in (1), (2) or (3) of clause (i), a fiduciary acting on its behalf is causing such Selling Stockholder to enter into this Agreement and the transactions contemplated hereby and such fiduciary: (a) is an entity specified in Section 29 CFR 2510.3-21(c)(1)(i)(A)-(E); (b) is independent (for purposes of Section 29 CFR 2510.3-21(c)(1)) of the Underwriter; (c) is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies, including such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: ’s transactions with the Underwriter hereunder; (ad) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory has been advised that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending orUnderwriter, neither the Underwriter nor any of its affiliates has undertaken or will undertake to the knowledge of the Selling Stockholderprovide impartial investment advice, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign has given or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized will give advice in a jurisdiction outside of the United States (eachfiduciary capacity, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in connection with such Selling Stockholder’s jurisdiction transactions with the Underwriter contemplated hereby; (e) is a “fiduciary” under Section 3(21)(a) of organization ERISA or Section 4975(e)(3) of the Code, or both, as applicable, with respect to, and is responsible for exercising independent judgment in evaluating, such Selling Stockholder’s transactions with the Underwriter contemplated hereby; and (f) understands and acknowledges the existence and nature of the underwriting discounts, commissions and fees, and any political subdivision other related fees, compensation arrangements or taxing authority thereof solely financial interests, described in the Time of Sale Prospectus and the Prospectus, and understands, acknowledges and agrees that no such fee or other compensation is a fee or other compensation for the provision of investment advice, and that none of the Underwriter, any of its affiliates, nor any of their respective directors, officers, members, partners, employees, principals or agents has received or will receive a fee or other compensation from such Selling Stockholder or such fiduciary for the provision of investment advice (rather than other services) in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against Stockholder’s transactions with the Company by the courts of the Isle of Man, without reconsideration or reexamination of the meritsUnderwriter contemplated hereby. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly, represents and warrants to and agrees with each Underwriter of the Underwriters that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The execution and delivery of this Agreement by such Selling Stockholder of, and the sale performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and delivery American Stock Transfer & Trust Company, LLC, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the consummation Power of Attorney appointing certain individuals as such Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated herein hereby and compliance by such Selling Stockholder with its obligations hereunder do the Registration Statement (the “Power of Attorney”) will not and will not, whether with or without the giving contravene (i) any provision of notice or passage of time or bothapplicable law, (Aii) conflict with the certificate of incorporation or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets by-laws of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which (if such Selling Stockholder is a party corporation), (iii) any agreement or by which other instrument binding upon such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (Civ) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ order or decree of any governmentgovernmental body, government instrumentality agency or court, domestic or foreign, court having jurisdiction over such Selling Stockholder or any of its propertiesStockholder, except, except in the case cases of clauses (A) and (Ci), (xiii) or (iv) above for such breaches and violations that contraventions as would not, singly or in the aggregate, not reasonably be expected to result in have a Material Adverse Change and (y) as would not, singly or in material adverse effect on the aggregate, affect the validity ability of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement, the Custody Agreement or the Power of Attorney, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions and the rules and regulations of FINRA in connection with the offer and sale of the Shares. (dc) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances (other than those created by the Custody Agreement and the Power of Attorney) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any “adverse claim,” claim (within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), ) to such Shares), (iA) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Shares and (iiC) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be validly asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (ix) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (iiy) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, UCC and (iiiz) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has is not taken, and will not take, directly prompted by any material information concerning the Company or indirectly, any action its subsidiaries which is designed not set forth in the Time of Sale Prospectus to or which constituted or would be expected sell its Shares pursuant 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 Sharesthis Agreement. (g) [Reserved]. (hi) No filing withThe Registration Statement, when it became effective, did not contain and, as amended or consentsupplemented, approvalif applicable, authorizationwill 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, order(ii) the Registration Statement and the Prospectus comply and, registrationas amended or supplemented, qualification or decree of any arbitratorif applicable, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or will comply in connection all material respects with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the rules Time of Sale Prospectus does not, and at the time of each sale of the New York Stock ExchangeShares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state securities laws a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the rules statements therein, in the light of FINRA. the circumstances under which they were made, not misleading and (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that (i) Such the representations and warranties set forth in this Section 2(g) are limited in all respects to those statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder is not furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, any broadly available road show or any amendments or supplements thereto (i) an employee benefit plan as defined in it being understood and subject to ERISA, (ii) a plan or account subject to Section 4975 of the Code, or (iii) an entity deemed to hold “plan assets” of any agreed that such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (j) (i) None information consists only of such Selling Stockholder, or ’s name and any director or officer thereof, is a Person that is, or is owned or controlled information relating to such Selling Stockholder’s holdings of Common Stock and the number of Shares offered by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating for the avoidance of doubt that information set forth in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such footnotes to the beneficial ownership table in “Principal and Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of Stockholders” relating to such Selling Stockholder, or any director or officer thereofand excluding ownership percentages set forth in such table) as set forth in the Registration Statement and the Time of Sale Prospectus (the “Selling Stockholder Information”)), or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with that the representations and warranties contained herein; and (iiiset forth in this paragraph 2(g) do not apply to statements or omissions in the Selling Stockholder will not use, directly Registration Statement 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, Prospectus based upon information relating to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect Underwriter furnished to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatenedCompany in writing by such Underwriter through you expressly for use therein. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, Stockholder represents and warrants to each Underwriter that: (a) None of Such Selling Stockholder now has, and on the Registration StatementClosing Date and any Option Closing Date will have, valid and marketable title to the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit Shares 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 such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to be sold by such Selling Stockholder as required by Item 7 Stockholder, free and clear of Form S-3 furnished in writing by any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”)transfer. (b) Such Selling Stockholder now has, and on the Closing Date and any Option Closing Date will have, full legal right, power and authorization, and any approval required by law, to sell, assign, transfer and deliver such Shares in the manner provided in this Agreement, and upon delivery of and payment for such Shares hereunder, the several Underwriters will acquire valid and marketable title to such Shares free and clear of any lien, claim, security interest, or other encumbrance. (c) This Agreement has and the Custody Agreement have been duly 16 authorized, executed and delivered by or on behalf of such Selling StockholderStockholder and are the valid and binding agreements of such Selling Stockholder enforceable against such Selling Stockholder in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and the application of equitable principles in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by applicable law. (cd) The Neither the execution and delivery of this Agreement and or the sale and delivery Custody Agreement by or on behalf of the Shares to be sold by such Selling Stockholder and nor the consummation of the transactions herein or therein contemplated herein and compliance by or on behalf of such Selling Stockholder with its obligations hereunder do not requires any consent, approval, authorization or order of, or filing or registration with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required under the Act or such as may be required under state securities or Blue Sky laws governing the purchase and distribution of the Shares) or conflicts or will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitutes or will constitute a breach of, or default under, or result in the creation violates or imposition of will violate, any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease indenture or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is or may be bound, bound or to which any of the such Selling Stockholder's property or assets is subject, or any statute, law, rule, regulation, ruling, judgment, injunction, order or decree applicable to such Selling Stockholder or to any property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment The Registration Statement and the Prospectus, insofar as they relate to such Selling Stockholder, do not and will not contain an untrue statement of the purchase price for the Shares a material fact or omit to state any material fact required to be sold by such Selling Stockholder pursuant stated therein or necessary to this Agreement, delivery of such Shares, as directed by make the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does statements therein not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediarymisleading. (f) Such Selling Stockholder does not have any knowledge or any reason to believe that the Registration Statement or the Prospectus (or any amendment or supplement thereto) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (g) The representations and warranties of such Selling Stockholder in the Custody Agreement are, and on the Closing Date and any Option Closing Date will be, true and correct. (h) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company Common Stock to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required except for the performance by each Selling Stockholder of its obligations hereunder, or lock-up arrangements described in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRAProspectus. (i) Such Selling Stockholder is will not (i) an employee benefit plan and, except as defined may be disclosed in and subject to ERISAthe Prospectus, (ii) will not announce or disclose any intention to), for a plan or account subject to Section 4975 period ending 120 days after the date of the CodeProspectus, sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase, or (iii) an entity deemed to hold “plan assets” otherwise transfer or dispose of, any 17 shares of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101Common Stock, or otherwiseany securities convertible into or exercisable or exchangeable for Common Stock, without the prior written consent of Smitx Xxxxxx Xxx. Prior to the expiration of such period, such Selling Stockholder will not announce or disclose any intention to do anything after the expiration of such period which such Selling Stockholder is prohibited, as provided in the preceding sentence, from doing during such period. Such Selling Stockholder agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of shares of Common Stock held by such Selling Stockholder except in compliance with the foregoing restrictions. (j) (i) None of Certificates in negotiable form for all Shares to be sold by such Selling Stockholder under this Agreement, together with a stock power or powers duly endorsed in blank by such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) have been placed in custody with the subject Custodian for the purpose of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria)effecting delivery hereunder. (iik) Such Selling Stockholder will notdoes not have, directly or indirectlyhas waived prior to the date hereof, use the proceeds any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the offeringShares that are to be sold by the Company or by the other Selling Stockholders to the Underwriters pursuant to this Agreement; and, except as may exist under the Company's 1994 Amended and Restated Stock Option Plan, such Selling Stockholder does not own any warrants, options or lendsimilar rights to acquire, contribute and does not have any right or otherwise make available such proceeds arrangement to acquire, any subsidiarycapital stock, joint venture partner rights, warrants, options 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 securities from the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise)Company. (iiil) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in aware that any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering Company set forth in furtherance of an offer, payment, promise to pay, Section 7 above is untrue or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption lawsinaccurate. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, Stockholder represents and warrants to each Underwriter the Underwriters that: (a) None of Such Selling Stockholder has full power and authority to enter into this Agreement and the Registration Statement, Custody Agreements to which it is a party. All authorizations and consents necessary for the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations execution and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to delivery by such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or the Custody Agreements, and for the execution of this Agreement on behalf of such Selling Stockholder expressly for use in Stockholder, have been given. Each of the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Custody Agreements and this Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.Stockholder and constitutes a valid and binding agreement of such Selling Stockholder and is enforceable against such Selling Stockholder in accordance with the terms thereof and hereof, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 11 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof; (b) Such Selling Stockholder now has, and at the Closing Time or the applicable Date of Delivery will have, (i) good and marketable title to the Selling Stockholder Shares to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances and claims whatsoever (other than pursuant to the Custody Agreements), and (ii) full legal right and power, and all authorizations and approvals required by law (other than securities laws authorizations, which will be obtained on or prior to the Closing Time), to sell, transfer and deliver such Selling Stockholder Shares to the Underwriters hereunder and to make the representations, warranties and agreements made by such Selling Stockholder herein. Upon the delivery of and payment for such Selling Stockholder Shares hereunder, such Selling Stockholder will deliver good and marketable title thereto, free and clear of any pledge, lien, encumbrance, security interest or other claim; (c) The execution and delivery At the Closing Time or the applicable Date of this Agreement and Delivery, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and delivery transfer of the Shares to be sold by such Selling Stockholder to the Underwriters hereunder will have been fully paid or provided for by such Selling Stockholder and all laws imposing such taxes will have been fully complied with; (d) The performance of this Agreement and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder will not conflict with, or result in any breach of, or constitute a default under (nor constitute any event which with its obligations hereunder do not and will notnotice, whether with lapse of time, or without the giving of notice or passage of time or both, (A) conflict with or both would constitute a breach of, or default under), (i) any provision of the certificate or articles of incorporation, other charter or similar constitutive documents, or result in the creation bylaws of the Selling Stockholder, or imposition (ii) any provision of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contractlicense, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease agreement or other agreement or instrument to which such the Selling Stockholder is a party or by which such it or its properties may be bound or affected, or under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Selling Stockholder; or result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or asset of the Selling Stockholder; (e) No approval, authorization, consent or order of or filing with any federal, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the Selling Stockholder's execution, delivery and performance of this Agreement, its consummation of the transactions contemplated herein, and its sale and delivery of the Selling Stockholder may be boundShares, other than (i) such as have been obtained, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on will have been obtained at the Closing Date Time or the applicable Option Closing relevant Date (as defined below)of Delivery, as the case may be, will haveunder the Securities Act and the Exchange Act, valid title to (ii) such approvals as have been obtained in connection with the approval of the quotation of the Shares on the Nasdaq National Market and (iii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriters; (f) All material information with respect to be sold such Selling Stockholder, as provided by such Selling Stockholder free to the Company specifically for inclusion in the Registration Statement and clear of all security interestsProspectus, claims, liens, equities or other encumbrances contained in such Registration Statement and the legal right Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment or supplement thereto) complied and powerwill comply in all material respects with all applicable provisions of the Securities Act and the Securities Act Regulations, contains and will contain all statements of material fact required to be stated therein in accordance with the Securities Act and the Securities Act Regulations, and all authorization does not and approval will not contain an untrue statement of a material fact or omit to state a material fact required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder stated therein or a valid security entitlement necessary in respect of such Shares.order to make the statements therein not misleading; (eg) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, Other than as directed permitted by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), Securities Act and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representationSecurities Act Regulations, such Selling Stockholder may assume that when such paymenthas not distributed and will not distribute any preliminary prospectus, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, Prospectus or any other securities intermediary which acts as “clearing corporation” offering material in connection with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) offering and sale of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Selling Stockholder Shares. Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to intended, or which constituted or would might reasonably be expected expected, to cause or result in in, under the Securities Act, the Securities Act Regulations or otherwise, or which has constituted, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved].; (h) No filing withCertificates in negotiable form for the Shares to be sold hereunder by such Selling Stockholder have been placed in custody, for the purpose of making delivery of such Shares under this Agreement and under the Agreement and Power of Attorney which appoints U.S. Stock Transfer Corporation, as custodian (the "CUSTODIAN"), for such Selling Stockholder. Such Selling Stockholder agrees that the Shares represented by the certificates held in custody for him or consentit under the Agreement and Power of Attorney are for the benefit of and coupled with and subject to the interest hereunder of the Custodian, approvalthe Committee, authorizationthe Underwriters, ordereach other Selling Stockholder and the Company; that the arrangements made by such Selling Stockholder for such custody and the appointment of the Custodian and the Committee by such Selling Stockholder are irrevocable; and that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, registrationwhether by the death, qualification disability, incapacity or decree liquidation of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder or the occurrence of its obligations hereunderany other event. If any Selling Stockholder should die, become disabled or in connection with incapacitated or be liquidated or if any other such event should occur before the sale and delivery of the Shares hereunder hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement and actions taken by the Committee and the Custodian pursuant to the Agreement and Power of Attorney shall be as valid as if such death, liquidation, incapacity or other event had not occurred, regardless of whether or not the Custodian or the consummation Committee, or either of the transactions contemplated by this Agreementthem, except such as shall have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA.received notice thereof; (i) Such Selling Stockholder is has not (i) an employee benefit plan as defined relied upon the Representatives or legal counsel for the Representatives for any legal, tax or accounting advice in connection with the offering and subject to ERISA, (ii) a plan or account subject to Section 4975 sale 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.Selling Stockholder Shares; (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will notdoes not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, directly except for such rights as are described in the Prospectus under "Shares Eligible for Future Sale"; (k) Such selling Stockholder does not have, or indirectlyhas waived prior to the date hereof, use the proceeds any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the offering, Shares that are to be sold by the Company or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such other Selling Stockholder, or any director or officer thereof, or, Stockholders to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise Underwriters pursuant to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery this Agreement; and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses does not own any warrants, options or similar rights to acquire, and does not have any right or arrangement to acquire, any capital stock, right, warrants, options or other securities from the Company, other than those described in compliance with applicable anti-bribery the Registration Statement and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained hereinProspectus; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.and (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect Except as otherwise disclosed to the Anti-Money Laundering Laws is pending orUnderwriters in writing, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law member of or an affiliate of or associated with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each member of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the ProspectusNASD. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, Stockholder represents and warrants to the Underwriters as of the date hereof, as of the Initial Sale Time and as of the Closing Time and agrees with each Underwriter, and FBR Securities represents and warrants to the Underwriters as of any Option Closing Time, if any, and agrees with each Underwriter that: (a) None the Selling Stockholder has been duly formed and is validly existing as a limited liability company or a corporation under the laws of the Registration StatementCommonwealth of Virginia, as the Time of Sale Prospectus case may be, with full limited liability company or corporate power and authority, as the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit case may be, to state a material fact necessary in order own its properties and to make conduct its business as it is now being conducted, to execute and deliver this Agreement and to consummate the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”).transactions contemplated herein; (b) This Agreement has been duly authorizedthe execution, executed delivery and delivered by or on behalf of such Selling Stockholder. (c) The execution and delivery performance of this Agreement and the sale and delivery of the Shares to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do therein will not and will not, whether with or without the giving of notice or passage of time or both, (Ai) conflict with, or result in any breach of, or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under), (A) any provision of the Charter Documents of the Selling Stockholder, or result in the creation or imposition (B) any provision of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contractlicense, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease agreement or other agreement or instrument to which such the Selling Stockholder is a party or by which such Selling Stockholder it or its properties may be boundbound or affected, or under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treatyfederal, state, local or foreign law, statute, rule, regulationregulation or rule or any decree, judgment, orderor permit applicable to the Selling Stockholders, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, except in the case of clauses (A) and or (C), (xB) for such breaches and violations that or defaults which would notnot reasonably be expected, singly individually or in the aggregate, reasonably be expected to have a material adverse effect on the assets, business, operations, results of operations, earnings, stockholders’ equity, prospects, properties or condition (financial or otherwise) of the Selling Stockholder; or (ii) result in a Material Adverse Change and (y) as would notthe creation or imposition of any material lien, singly charge, claim or in the aggregate, affect the validity encumbrance upon any property or asset of the Shares to be sold Selling Stockholder; (c) this Agreement has been duly authorized, executed and delivered by such the Selling Stockholder and is a legal, valid and binding agreement of the Selling Stockholder enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or reasonably similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement.limited by federal or state securities laws and public policy considerations in respect thereof; (d) Such no approval, authorization, consent or order of or filing with or notice to any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency is required in connection with the Selling Stockholder hasStockholder’s execution, delivery and performance of this Agreement, its consummation of the transactions contemplated herein, and on its sale and delivery of the Shares, other than (i) such as have been obtained, or will have been obtained at the Closing Date Time or the applicable relevant Option Closing Date (as defined below)Time, as the case may be, will haveunder the Securities Act and the Exchange Act, valid title to (ii) such approvals as have been obtained in connection with the approval of the quotation of the Shares to be sold by such Selling Stockholder free on the Nasdaq Global Select Market and clear (iii) any necessary qualification under the securities or blue sky laws 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 various jurisdictions in which the Shares to be sold are being offered by such Selling Stockholder or a valid security entitlement in respect of such Shares.the Underwriters; (e) Upon payment of Neither the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in subsidiaries or affiliates (other than the Shares then held by DTC or such securities intermediary. (fCompany and its subsidiaries) Such Selling Stockholder has not have taken, and will not take, directly or indirectly, any action which is designed to intended, or which constituted or would might reasonably be expected expected, to cause or result in result, under the Securities Act, the Exchange Act or otherwise, in, or which has constituted, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.; (f) the Registration Statement, as of its effective date and as of the date hereof, did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; only insofar as any such untrue statement of a material fact or omission of a material fact is contained in and is in conformity with information furnished in writing by the Selling Stockholder to the Company expressly for use in such Registration Statement; (g) [Reserved].the Selling Stockholder now has, and at the Closing Time or the applicable Option Closing Time will have, (i) good and marketable title to the Shares to be sold by the Selling Stockholder hereunder, free and clear of all liens, encumbrances and claims whatsoever (including any rights of first refusal and similar rights), and (ii) full legal right and power, and all authorizations and approvals required by law, to sell, transfer and deliver such Shares to the Underwriters hereunder and to make the representations, warranties and agreements made by the Selling Stockholder herein. Upon the delivery of and payment for such Shares hereunder, the Selling Stockholder will deliver good and marketable title thereto, free and clear of any pledge, lien, encumbrance, security interest or other claim; (h) No filing withat the Closing Time or the applicable Option Closing Time, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency all stock transfer or other authority, body or agency, domestic or foreign, is necessary or taxes (other than income taxes) which are required for the performance by each Selling Stockholder of its obligations hereunder, or to be paid in connection with the sale and delivery transfer of the Shares to be sold by the Selling Stockholder to the Underwriters hereunder or the consummation of the transactions contemplated by this Agreement, except such as will have been already obtained fully paid or as may be required under provided for by the Securities Act Selling Stockholder and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities all laws or the rules of FINRA.imposing such taxes will have been fully complied with; (i) Such the Selling Stockholder is not (i) an employee benefit plan as defined prompted to sell Shares by any information concerning the Company which is not set forth in and subject to ERISAthe Registration Statement, (ii) a plan the Prospectus 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.Disclosure Package; (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses not relied upon the Representatives or legal counsel for the Underwriters for any legal, tax or accounting advice in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and connection with the representations offering and warranties contained herein; and sale of the Shares; (iiik) the Selling Stockholder will does not useown any warrants, directly options or indirectlysimilar rights to acquire, and do not have any right or arrangement to acquire, any capital stock, right, warrants, options or other securities from the proceeds of Company, other than those described in the offering in furtherance of an offer, payment, promise to pay, or authorization of Registration Statement and the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.Prospectus; and (l) The operations of such any certificate signed by the Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect delivered to the Anti-Money Laundering Laws is pending or, Representatives or to counsel to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject Underwriters pursuant to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement shall be deemed a representation and the Prospectus or (C) the sale and delivery warranty by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such courtmatters covered thereby.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, Stockholder represents and warrants to each Underwriter that: (a) None Such Selling Stockholder is the lawful owner of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit Additional Shares 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 such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to be sold by such Selling Stockholder as pursuant to this Agreement and has, and on the Option Closing Date will have, good and clear title to such Additional Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) The Additional Shares to be sold by such Selling Stockholder have been duly authorized and are validly issued, fully paid and non-assessable. (c) Such Selling Stockholder has, and on the Option Closing Date will have, full legal right, power and authority, and all authorization and approval required by Item 7 law, to enter into this Agreement, the Custody Agreement signed by such Selling Stockholder and Xxxxxx X. Xxxxxxx, as Custodian, relating to the deposit of Form S-3 furnished in writing the Additional Shares to be sold by or on behalf such Selling Stockholder (the "Custody Agreement") and the Power Of Attorney of such Selling Stockholder expressly for use appointing certain individuals as such Selling Stockholder's attorneys-in-fact (the "Attorneys") to the extent set forth therein, relating to the transactions contemplated hereby and by the registration statement and the Custody Agreement (the "Power Of Attorney") and to sell, assign, transfer and deliver the Additional Shares to be sold by such Selling Stockholder in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”)manner provided herein and therein. (bd) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (ce) The execution Custody Agreement of such Selling Stockholder has been duly authorized, executed and delivery delivered by such Selling Stockholder. (f) The Power Of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder, and, pursuant to such Power Of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the sale transactions contemplated hereby and delivery of thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (g) Upon delivery of and payment for the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Additional Shares to be sold by such Selling Stockholder or any property or assets pursuant to this Agreement, good and clear title to such Additional Shares will pass to the Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever, except those, if any, attributable to acts of the Underwriters. (h) The execution, delivery and performance of this Agreement and the Custody Agreement and Power Of Attorney of such Selling Stockholder pursuant to by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not (i) require any contractconsent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states), (ii) conflict with or constitute a breach of any of the terms or provisions of, or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any indenture, mortgage, deed of trust, loan or credit agreement, note, licensemortgage, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, bound or (Ciii) result in any violation of violate or conflict with any applicable treaty, law, statute, law or any rule, regulation, judgment, order, writ order or decree of any government, government instrumentality court or court, domestic any governmental body or foreign, agency having jurisdiction over such Selling Stockholder or any property of its propertiessuch Selling Stockholder. (i) The information in the Registration Statement under the caption "Principal And Selling Stockholders" which specifically relates to such Selling Stockholder does not, exceptand will not on the Option Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity light of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations circumstances under this Agreementwhich they were made, not misleading. (dj) Such Selling Stockholder has, and on At any time during the Closing Date or the applicable Option Closing Date (as defined belowperiod described in Section 5(d), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares if there is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares any change in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered information referred to in the name of Cede or such nomineeSection 7(i), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules immediately notify you of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediarychange. (fk) Such Each certificate signed by or on behalf of such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or delivered in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained Agreement to the Underwriters or as may counsel for the underwriters shall be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is be a Person that is, or is owned or controlled representation and warranty by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, Underwriters as to the knowledge of the Selling Stockholder, threatenedmatters covered thereby. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, Stockholder represents and warrants to each Underwriter the Underwriters that: (a) None of Such Selling Stockholder has full power and authority to enter into this Agreement and the Registration Statement, Custody Agreements to which it is a party. All authorizations and consents necessary for the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations execution and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to delivery by such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or the Custody Agreements, and for the execution of this Agreement on behalf of such Selling Stockholder expressly for use in Stockholder, have been given. Each of the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Custody Agreements and this Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.Stockholder and constitutes a valid and binding agreement of such Selling Stockholder and is enforceable against such Selling Stockholder in accordance with the terms thereof and hereof, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 11 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof; (b) Such Selling Stockholder now has, and at the Closing Time or the applicable Date of Delivery will have, (i) good and marketable title to the Selling Stockholder Initial Shares and the Selling Stockholder Option Shares (collectively, the "SELLING STOCKHOLDER SHARES") to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances and claims whatsoever (other than pursuant to the Custody Agreements), and (ii) full legal right and power, and all authorizations and approvals required by law (other than securities laws authorizations, which will be obtained on or prior to the Closing Time), to sell, transfer and deliver such Selling Stockholder Shares to the Underwriters hereunder and to make the representations, warranties and agreements made by such Selling Stockholder herein. Upon the delivery of and payment for such Selling Stockholder Shares hereunder, such Selling Stockholder will deliver good and marketable title thereto, free and clear of any pledge, lien, encumbrance, security interest or other claim; (c) The execution and delivery At the Closing Time or the applicable Date of this Agreement and Delivery, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and delivery transfer of the Shares to be sold by such Selling Stockholder to the Underwriters hereunder will have been fully paid or provided for by such Selling Stockholder and all laws imposing such taxes will have been fully complied with; (d) The performance of this Agreement and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder will not conflict with, or result in any breach of, or constitute a default under (nor constitute any event which with its obligations hereunder do not and will notnotice, whether with lapse of time, or without the giving of notice or passage of time or both, (A) conflict with or both would constitute a breach of, or default under), (i) any provision of the certificate or articles of incorporation, other charter or similar constitutive documents, or result in the creation bylaws of the Selling Stockholder, or imposition (ii) any provision of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contractlicense, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease agreement or other agreement or instrument to which such the Selling Stockholder is a party or by which such it or its properties may be bound or affected, or under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Selling Stockholder; or result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or asset of the Selling Stockholder; (e) No approval, authorization, consent or order of or filing with any federal, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the Selling Stockholder's execution, delivery and performance of this Agreement, its consummation of the transactions contemplated herein, and its sale and delivery of the Selling Stockholder may be boundShares, other than (i) such as have been obtained, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on will have been obtained at the Closing Date Time or the applicable Option Closing relevant Date (as defined below)of Delivery, as the case may be, will haveunder the Securities Act and the Exchange Act, valid title to (ii) such approvals as have been obtained in connection with the approval of the quotation of the Shares on the Nasdaq National Market and (iii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriters; (f) All material information with respect to be sold such Selling Stockholder, as provided by such Selling Stockholder free to the Company specifically for inclusion in the Registration Statement and clear of all security interestsProspectus, claims, liens, equities or other encumbrances contained in such Registration Statement and the legal right Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment or supplement thereto) complied and powerwill comply in all material respects with all applicable provisions of the Securities Act and the Securities Act Regulations, contains and will contain all statements of material fact required to be stated therein in accordance with the Securities Act and the Securities Act Regulations, and all authorization does not and approval will not contain an untrue statement of a material fact or omit to state a material fact required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder stated therein or a valid security entitlement necessary in respect of such Shares.order to make the statements therein not misleading; (eg) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, Other than as directed permitted by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), Securities Act and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representationSecurities Act Regulations, such Selling Stockholder may assume that when such paymenthas not distributed and will not distribute any preliminary prospectus, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, Prospectus or any other securities intermediary which acts as “clearing corporation” offering material in connection with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) offering and sale of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Selling Stockholder Shares. Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to intended, or which constituted or would might reasonably be expected expected, to cause or result in in, under the Securities Act, the Securities Act Regulations or otherwise, or which has constituted, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved].; (h) No filing withCertificates in negotiable form for the Shares to be sold hereunder by such Selling Stockholder have been placed in custody, for the purpose of making delivery of such Shares under this Agreement and under the Agreement and Power of Attorney which appoints U.S. Stock Transfer Corporation, as custodian (the "CUSTODIAN"), for such Selling Stockholder. Such Selling Stockholder agrees that the Shares represented by the certificates held in custody for him or consentit under the Agreement and Power of Attorney are for the benefit of and coupled with and subject to the interest hereunder of the Custodian, approvalthe Committee, authorizationthe Underwriters, ordereach other Selling Stockholder and the Company; that the arrangements made by such Selling Stockholder for such custody and the appointment of the Custodian and the Committee by such Selling Stockholder are irrevocable; and that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, registrationwhether by the death, qualification disability, incapacity or decree liquidation of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder or the occurrence of its obligations hereunderany other event. If any Selling Stockholder should die, become disabled or in connection with incapacitated or be liquidated or if any other such event should occur before the sale and delivery of the Shares hereunder hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement and actions taken by the Committee and the Custodian pursuant to the Agreement and Power of Attorney shall be as valid as if such death, liquidation, incapacity or other event had not occurred, regardless of whether or not the Custodian or the consummation Committee, or either of the transactions contemplated by this Agreementthem, except such as shall have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA.received notice thereof; (i) Such Selling Stockholder is has not (i) an employee benefit plan as defined relied upon the Representatives or legal counsel for the Representatives for any legal, tax or accounting advice in connection with the offering and subject to ERISA, (ii) a plan or account subject to Section 4975 sale 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.Selling Stockholder Shares; (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will notdoes not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, directly except for such rights as are described in the Prospectus under "Shares Eligible for Future Sale"; (k) Such selling Stockholder does not have, or indirectlyhas waived prior to the date hereof, use the proceeds any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the offering, Shares that are to be sold by the Company or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such other Selling Stockholder, or any director or officer thereof, or, Stockholders to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise Underwriters pursuant to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery this Agreement; and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses does not own any warrants, options or similar rights to acquire, and does not have any right or arrangement to acquire, any capital stock, right, warrants, options or other securities from the Company, other than those described in compliance with applicable anti-bribery the Registration Statement and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained hereinProspectus; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.and (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect Except as otherwise disclosed to the Anti-Money Laundering Laws is pending orUnderwriters in writing, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law member of or an affiliate of or associated with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each member of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the ProspectusNASD. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly, represents and warrants to and agrees with each Underwriter of the Underwriters that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The execution and delivery of this Agreement by such Selling Stockholder of, and the sale performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and delivery American Stock Transfer & Trust Company, LLC, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the consummation Power of Attorney appointing certain individuals as such Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated herein hereby and compliance by such Selling Stockholder with its obligations hereunder do the Registration Statement (the “Power of Attorney”) will not and will not, whether with or without the giving contravene (i) any provision of notice or passage of time or bothapplicable law, (Aii) conflict with or constitute a breach of, or default under, or result in the creation or imposition certificate of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter incorporation or by-laws or other organizational instrument similar organization documents of such Selling Stockholder, Stockholder (if applicablesuch Selling Stockholder is a corporation or other business entity or trust), or (Ciii) result in any violation of agreement or other instrument binding upon such Selling Stockholder or any applicable treaty, law, statute, rule, regulation, judgment, order, writ order or decree of any governmentgovernmental body, government instrumentality agency or court, domestic or foreign, court having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of clauses (Ai) and (Ciii), (x) for any such breaches and violations contraventions that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, not materially adversely affect the validity power or ability of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this AgreementAgreement or the Custody Agreement or Power of Attorney or to consummate the transactions contemplated hereby and thereby (a “Selling Stockholder Material Adverse Effect”). No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as (i) may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares and the rules and regulations of FINRA, or (ii) would not, individually or in the aggregate, be reasonably expected to have a Selling Stockholder Material Adverse Effect with respect to such Selling Stockholder. (dc) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney of such Selling Stockholder have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder, except as enforceability may be limited by the effects of bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights of creditors and general principles of equity. (e) Upon payment of by the purchase price Underwriters for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters maintained at DTC (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Sections 8-102 and 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-501(a) 303 of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (iB) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Shares and (iiC) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (ix) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (iiy) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, UCC and (iiiz) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. As used in this Section 2(f), (iv) to the extent DTC, or any other terms “delivery,” “securities intermediary which acts as account” and “clearing corporationsecurity entitlement” with respect to have the Shares, maintains any “financial asset” (as defined meanings given them in Section 8-102(a)(9) Article 8 of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has is not taken, and will not take, directly prompted by any material information concerning the Company or indirectly, any action its subsidiaries which is designed not set forth in the Time of Sale Prospectus to or which constituted or would be expected sell its Shares pursuant 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 Sharesthis Agreement. (g) [Reserved]. (hi) No filing withThe Registration Statement, when it became effective, did not contain and, as amended or consentsupplemented, approvalif applicable, authorizationwill 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, order(ii) the Time of Sale Prospectus does not, registration, qualification or decree and at the time of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for each sale of the performance by each Selling Stockholder of its obligations hereunder, or Shares in connection with the sale and delivery of offering when the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder Prospectus is not yet available to prospective purchasers and at the Closing Date (i) an employee benefit plan as defined in and subject Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to ERISAstate a material fact necessary to make the statements therein, (ii) a plan or account subject to Section 4975 in the light of the Codecircumstances under which they were made, or not misleading, (iii) an entity deemed each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to hold “plan assets” state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iv) as of the applicable filing date, the Closing Date and the Option Closing Date, as the case may be, the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(h) are limited in all respects to only those statements or omissions made in reliance upon and in conformity with information relating to such plan Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or account under Section 3(42) of ERISAany amendments or supplements thereto, 29 C.F.R. 2510.3-101, or otherwise. (j) (i) None it being understood and agreed that such information consists only of such Selling Stockholder, or ’s name and any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds information relating to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction holdings of organization or any political subdivision or taxing authority thereof solely in connection with Common Stock (A) including for the execution, delivery and performance avoidance of this Agreement, (B) the sale and delivery of the Shares doubt that information set forth in the manner contemplated by this Agreement footnotes to the beneficial ownership table in “Principal and Selling Stockholders” relating to such Selling Stockholder) as set forth in the Registration Statement, the Time of Sale Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder severally and not jointly, jointly represents and warrants to and agrees with each Underwriter of the Underwriters that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The execution and delivery of this Agreement by such Selling Stockholder of, and the sale performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and delivery the Company, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the consummation Power of Attorney appointing certain individuals as such Selling Stockholder’s attorneys in fact to the extent set forth therein, relating to the transactions contemplated herein hereby and compliance by such Selling Stockholder with its obligations hereunder do the Registration Statement (the “Power of Attorney”) will not and will not, whether with or without the giving contravene (i) any provision of notice or passage of time or bothapplicable law, (Aii) conflict with the certificate of incorporation or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets laws of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which (if such Selling Stockholder is a party corporation), (iii) any agreement or by which other instrument binding upon such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (Civ) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ order or decree of any governmentgovernmental body, government instrumentality agency or court, domestic or foreign, court having jurisdiction over such Selling Stockholder or any of its propertiesStockholder, except, except in the case of clauses (Ai), (iii) and (Civ), (x) for any such breaches and violations contravention that would not, singly or in the aggregate, not reasonably be expected to result impair in a Material Adverse Change and (y) as would not, singly or in any material respect the aggregate, affect the validity consummation of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreementhereunder. (dc) Such Selling Stockholder has, and on On the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, such Selling Stockholder will have, have valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder. (e) Upon payment Delivery of the purchase price for the Shares to be sold by such Selling Stockholder and payment therefor pursuant to this Agreement, delivery of Agreement will pass valid title to such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), free and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice clear of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” claim within the meaning of Section 8-102 of the UCCNew York Uniform Commercial Code, to each Underwriter who has purchased such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes without notice of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediaryan adverse claim. (f) Such Selling Stockholder has is not taken, and will not take, directly or indirectly, prompted by any action which is designed to or which constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of information concerning the Company or its subsidiaries that is not set forth in the Time of Sale Prospectus to facilitate the sale or resale of the Sharessell its Shares pursuant to this Agreement. (g) [Reserved](i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that with respect to each Selling Stockholder, the representations and warranties set forth in this paragraph 2(g) are limited to statements and omissions made in reliance upon information relating to such Selling Stockholder furnished to the Company in writing in connection with the preparation of the disclosure required by Items 7 and 11(m) of Form S-1 by such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus and the Prospectus or any amendments or supplements thereto. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required Except for the performance by free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each Selling Stockholder of its obligations hereunderfurnished to you before first use, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization agents and representatives, has not prepared, used or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Manreferred to, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submitnot, and pursuant to Section 12 of this Agreementwithout your prior consent, has legallyprepare, validlyuse or refer to, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such courtfree writing prospectus.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly, represents and warrants to and agrees with each Underwriter of the Underwriters that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The execution and delivery of this Agreement by such Selling Stockholder of, and the sale performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and delivery Computershare Trust Company, N.A., as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the consummation Power of Attorney (or execution by the Selling Stockholder’s general partner entity in its capacity as general partner of the Selling Stockholder) appointing certain individuals as such Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated herein hereby and compliance by such Selling Stockholder with its obligations hereunder do the Registration Statement (the “Power of Attorney”) will not and will not, whether with or without the giving contravene (i) any provision of notice or passage of time or both, (A) conflict with or constitute a breach ofapplicable law, or default under, (ii) the certificate of incorporation or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets by-laws of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which (if such Selling Stockholder is a party corporation), or by which (iii) any agreement or other instrument binding upon such Selling Stockholder may be boundor (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except in the case of clauses (i), (iii) and (iv) as would not, individually or in the aggregate, have a material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated by this Agreement, the Custody Agreement and the Power of Attorney, and no consent, approval, authorization or order of, or to which qualification with, any of governmental body or agency is required for the property or assets of performance by such Selling Stockholder is subject, (B) result in any violation of its obligations under this Agreement or the provisions Custody Agreement or Power of the charter or by-laws or other organizational instrument Attorney of such Selling Stockholder, if applicableexcept such as have been obtained and made under the Securities Act, such as may be required by the Exchange Act or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ the rules and regulations thereunder or decree of any government, government instrumentality may be required by the securities or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity Blue Sky laws of the Shares to be sold by such Selling Stockholder various states or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreementforeign jurisdictions in connection with the offer and sale of the Shares. (dc) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Stockholder (or the Selling Stockholder’s general partner entity in its capacity as general partner of the Selling Stockholder) and are valid and binding agreements of such Selling Stockholder. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any “adverse claim,” claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code then in effect in (the State of New York (“UCC”), ) to such Shares), (iA) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Shares and (iiC) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (ix) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (iiy) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, UCC and (iiiz) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has is not taken, and will not take, directly prompted by any information concerning the Company or indirectly, any action its subsidiaries which is designed not set forth in the Time of Sale Prospectus and the Prospectus to or which constituted or would be expected sell its Shares pursuant 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. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is The Registration Statement, when it became effective, did not (i) an employee benefit plan contain and, as defined in and subject amended or supplemented, if applicable, will not, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to ERISAstate a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) a plan or account subject to Section 4975 the Time of Sale Prospectus does not, and at the time of each sale of the CodeShares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) an entity deemed each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to hold state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 2(h) are limited to statements or omissions in the Registration Statement or the Prospectus based upon and in conformity with information relating to any Selling Stockholder furnished to the Company in writing by such Selling Stockholder through you expressly for use in the Registration Statement, Time of Sale Prospectus or the Prospectus, it being understood and agreed that the only information furnished by such Selling Stockholder consists of the name of such Selling Stockholder, the number of offered Shares and the address and other information with respect to such Selling Stockholder (excluding percentages) which appear in the Registration Statement, Time of Sale Prospectus, and the Prospectus in the table (and corresponding footnotes) under the caption “plan assetsSelling Stockholders” of any such plan or account under Section 3(42(with respect to each Selling Stockholder, the “Selling Stockholder Information”) of ERISA, 29 C.F.R. 2510.3-101, or otherwisetherein. (j) (i) None of such Selling Stockholder or any of its subsidiaries, or, to the knowledge of such Selling Stockholder, any director, officer, employee, agent, representative, or any director or officer affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (aA) the subject of any Sanctions, or (bB) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (aA) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (bB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such For the past 5 years, such Selling Stockholder is not now and for the past five years has not knowingly engaged in in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (iiv) (a) None of such Selling Stockholder, Stockholder or any director or officer thereofits subsidiaries, or, to the knowledge of such Selling Stockholder, any employee thereofdirector, officer, employee, agent, representative, or affiliate thereof has taken or has present intention to take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment giving or receipt of money, property, gifts gifts, entertainment or anything else of value, directly or indirectly, to any Government OfficialOfficial in order to influence official action, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (iib) such Selling Stockholder has and its subsidiaries have conducted its their businesses in compliance with applicable anti-bribery and anti-corruption laws and has have instituted and maintains maintained policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iiic) neither the Selling Stockholder nor any of its subsidiaries will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (lv) The operations of such Selling Stockholder is presently and its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly, represents and warrants to each Underwriter thatto, and agrees with, the several Underwriters as follows: (a) None As of the First Delivery Date, such Selling Stockholder will be the record and beneficial owner of the Securities to be sold by such Selling Stockholder under this Agreement, free and clear of all adverse claims, except for those arising under this Agreement; and upon delivery of and payment for such Securities hereunder in accordance with the provisions of Section 3(d) hereof, the several Underwriters will acquire a security entitlement (as that term is defined in the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”) with respect to the Securities, and no action based on an adverse claim (as that term is defined under the New York UCC) to the Securities may be asserted against any of the Underwriters, provided that each such Underwriter does not have notice of any adverse claim (within the meaning of Section 8-105 of the New York UCC). Such Selling Stockholder is selling the Securities to be sold by such Selling Stockholder for such Selling Stockholder’s own account and is not selling such Securities, directly or indirectly, for the benefit of the Company, and no part of the proceeds of such sale received by such Selling Stockholder will inure, either directly or indirectly, to the benefit of the Company other than as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (b) Such Selling Stockholder has duly authorized, executed and delivered a Custody Agreement (“Custody Agreement”), which Custody Agreement is a valid and binding obligation of such Selling Stockholder, to the Company, as Custodian (the “Custodian”); pursuant to the Custody Agreement the Selling Stockholder will, on or prior to the First Delivery Date, place in custody with the Custodian, for delivery under this Agreement, the certificates representing the Securities to be sold by such Selling Stockholder; as of the First Delivery Date, such certificates will represent validly issued, outstanding, fully paid and nonassessable shares of Common Stock; and, as of the First Delivery Date, such certificates will be duly and properly endorsed in blank for transfer, or will be accompanied by all documents duly and properly executed that are necessary to validate the transfer of title thereto, to the Underwriters, free of any legend, restriction on transferability, proxy, lien or claim, whatsoever. (c) Such Selling Stockholder has the power and authority to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder pursuant to this Agreement; and such Selling Stockholder has duly authorized, executed and delivered to Txxxxx X. Xxxxxx, Dxxxx X. Xxxxxxx and Mxxx X. Xxxxxx, each as attorney-in-fact (the “Attorneys-in-Fact”), an irrevocable power of attorney (a “Power of Attorney”) authorizing and directing the Attorneys-in-Fact to effect the sale and delivery of the Securities being sold by such Selling Stockholder, to enter into this Agreement and to take all such other action as may be necessary hereunder. (d) This Agreement, the Custody Agreement and the Power of Attorney have each been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. The execution and delivery of this Agreement, the Custody Agreement and the Power of Attorney and the performance of the terms hereof and thereof and the consummation of 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, any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound, or any law, regulation, order or decree applicable to such Selling Stockholder. No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or for the consummation of the transactions contemplated hereby and thereby, including the sale of the Securities being sold by such Selling Stockholder, except such as has been obtained or made under the Securities Act or the Exchange Act or as may be required by state securities or “blue sky” laws. (e) Such Selling Stockholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus or other materials permitted by the Securities Act to be distributed by such Selling Stockholder. (f) The Disclosure Package, as of the Applicable Time, and the Registration Statement, any Preliminary Prospectus and the Time of Sale Prospectus did not include, and the Prospectus and any further amendments or supplements thereto included to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will include not include, any untrue statement of a material fact or omitted or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations . The representation and warranties warranty set forth in this Section 2(a) apply the immediately preceding sentence only applies to statements or omissions made in reliance upon and in conformity with written information relating to about such Selling Stockholder as required furnished to the Company by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use therein, which information consists solely of the information set forth with respect to such Selling Stockholder in the Time of Sale Prospectus and the Prospectus in the table under the caption “Selling Stockholders.” (g) Other than as contemplated by this Agreement and except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Prospectus there is no broker, finder or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (c) The execution and delivery of this Agreement and the sale and delivery of the Shares other party that is entitled to be sold by receive from such Selling Stockholder and the consummation any brokerage or finder’s fee or any other fee, commission or payment as a result of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (fh) Such Selling Stockholder has not taken, taken and will not take, directly or indirectly, any action which is designed to or which constituted or would be expected to cause or result in in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company Securities in order to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, Stockholder represents and warrants to each Underwriter that: (a) None of Such Selling Stockholder now has, and on the Registration StatementClosing Date and any Option Closing Date will have, valid and marketable title to the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit Shares 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 such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to be sold by such Selling Stockholder as required by Item 7 Stockholder, free and clear of Form S-3 furnished in writing by any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”)transfer. (b) Such Selling Stockholder now has, and on the Closing Date and any Option Closing Date will have, full legal right, power and authorization, and any approval required by law, to sell, assign transfer and deliver such Shares in the manner provided in this Agreement, and upon delivery of and payment for such Shares hereunder, the several Underwriters will acquire valid and marketable title to such Shares free and clear of any lien, claim, security interest, or other encumbrance. (c) This Agreement has and the Custody Agreement have been duly authorized, executed and delivered by or on behalf of such Selling StockholderStockholder and are the valid and binding agreements of such Selling Stockholder enforceable against such Selling Stockholder in accordance with their terms. (cd) The Neither the execution and delivery of this Agreement and or the sale and delivery Custody Agreement by or on behalf of the Shares to be sold by such Selling Stockholder and nor the consummation of the transactions herein or therein contemplated herein and compliance by or on behalf of such Selling Stockholder with its obligations hereunder do not requires any consent, approval, authorization or order of, or filing or registration with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required under the Act or such as may be required under state securities or Blue Sky laws governing the purchase and distribution of the Shares) or conflicts or will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitutes or will constitute a breach of, or default under, or result in the creation violates or imposition of will violate, any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease indenture or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is or may be bound, bound or to which any of the such Selling Stockholder's property or assets is subject, or any statute, law, rule, regulation, ruling, judgment, injunction, order or decree applicable to such Selling Stockholder or to any property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment The Registration Statement and the Prospectus, insofar as they relate to such Selling Stockholder, do not and will not contain an untrue statement of the purchase price for the Shares a material fact or omit to state any material fact required to be sold by such Selling Stockholder pursuant stated therein or necessary to this Agreement, delivery of such Shares, as directed by make the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does statements therein not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediarymisleading. (f) Such Selling Stockholder does not have any actual knowledge that the Registration Statement or the Prospectus (or any amendment or supplement thereto) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (g) The representations and warranties of such Selling Stockholder in the Custody Agreement are, and on the Closing Date and any Option Closing Date will be, true and correct. (h) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company Common Stock to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required except for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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. 2510.3lock-101, or otherwise. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and up arrangements described in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally Stockholder, solely with respect to itself and not jointlyas to any other Selling Stockholder, represents and warrants to and agrees with each Underwriter of the Underwriters that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The execution and delivery of this Agreement by such Selling Stockholder of, and the sale performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and delivery Computershare Inc., as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the consummation Power of Attorney appointing certain individuals as such Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated herein hereby and compliance by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws of such Selling Stockholder (if such Selling Stockholder is a corporation), (iii) the constituent documents of such Selling Stockholder (if such Selling Stockholders is not a natural person or a corporation), (iv) any agreement or other instrument binding upon such Selling Stockholder or (v) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except in the cases of (i) and (iv) above, for such contraventions as would not reasonably be expected to have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder, or under the Custody Agreement or the Power of Attorney. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder with of its obligations hereunder do not under this Agreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as have been obtained and will not, whether made under the Securities Act and such as may be required by the Exchange Act or the rules and regulations thereunder or the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with or without the giving offer and sale of notice or passage of time or both, the Shares. (Ac) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon With respect to the Shares to be sold by such Selling Stockholder or any property or assets of that are outstanding on the date hereof, such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and with respect to such Shares to be sold upon exercise of options on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances (other than those created by the Custody Agreement and Power of Attorney) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any “adverse claim,” claim (within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), ) to such Shares), (iA) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Shares and (iiC) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be validly asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (ix) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (iiy) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, UCC and (iiiz) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has is not taken, prompted to sell and will not take, directly transfer its Shares pursuant to this Agreement by any material information concerning the Company or indirectly, any action its subsidiaries which is designed to or which constituted or would be expected to cause or result not set forth in stabilization or manipulation the Time of the price of any security of the Company to facilitate the sale or resale of the SharesSale Prospectus. (gi) [Reserved]The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such Selling Stockholder makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Registration Statement, Time of Sale Prospectus or Prospectus; provided further that, the representations and warranties set forth in this paragraph 2(g) are limited in all respects to statements or omissions made in reliance upon 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 Prospectus, any broadly available road show, or the Prospectus or any amendments or supplements thereto it being understood and agreed that the only information furnished by such Selling Stockholder consists of the name of such Selling Stockholder the number of offered shares and the address and other information with respect to such Selling Stockholder (excluding percentages) that appear in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” in the Prospectus (the “Selling Stockholder Information”). (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder has executed a “lock-up” agreement, substantially in the form of Exhibit A hereto, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, that is not (i) an employee benefit plan in full force and effect as defined in and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident date hereof and shall be in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea full force and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds effect as of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise)Closing Date. (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the ---------------------------------------------------------- Selling Stockholders Stockholder, severally and not jointly, represents and warrants to to, and agrees with the Company and each Underwriter of the Underwriters that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The execution and delivery of this Agreement by such Selling Stockholder of, and the sale performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and delivery Xxxxxx X. Xxxxxx, as custodian (the "Custodian"), relating to the deposit of the Shares to be sold by such Selling Stockholder (the "Custody Agreement") and the consummation Power of Attorney appointing Xxxxxx X. Xxxx and Xxxxxx X. Xxxxxx (individually and collectively, the "Agent") as such Selling Stockholder's attorney-in-fact to the extent set forth therein, relating to the transactions contemplated herein hereby and compliance by such Selling Stockholder with its obligations hereunder do the Registration Statement (the "Power of Attorney"), will not and will not, whether with contravene any provision of applicable law or without the giving of notice any agreement or passage of time or both, (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance other instrument binding upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ order or decree of any governmentgovernmental body, government instrumentality agency or court, domestic or foreign, court having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that which would not, singly or in the aggregate, reasonably be expected to result in have a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact material adverse effect on such Selling Stockholder’s 's ability to perform its obligations under this Agreement, the Custody Agreement and the Power of Attorney. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, the Custody Agreement or the Power of Attorney of such Selling Stockholder, except for compliance with the Securities Act and such as may be required by the Securities Act, Exchange Act, securities or Blue Sky laws in connection with the offer and sale of such Shares and clearance with the NASD. (dc) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by lawauthority, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such SharesStockholder. (ed) Upon payment Delivery of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters Agreement will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, pass title to such Shares may be asserted against free and clear of any security interests, claims, liens, equities and other encumbrances. (e) The Custody Agreement and the Underwriters with respect to such security entitlement; for purposes Power of this representationAttorney have been duly authorized, executed and delivered by such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws are valid and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules binding agreements of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediarySelling Stockholder. (f) Such The Shares to be sold hereunder by such Selling Stockholder has not takenon deposit with the Custodian are subject to the interests of the Company, the Underwriters and the other Selling Stockholders, that the arrangements made for such custody, and will the appointment of agents pursuant to a Power of Attorney, are to that extent irrevocable, and that obligations of such Selling Stockholder hereunder and under the Power of Attorney and the Custody Agreement shall not takebe terminated except as provided in this Agreement, directly the Power of Attorney or indirectlythe Custody Agreement by any act of such Selling Stockholder, any action which is designed to by operation of law or which constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Sharesotherwise. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by As to each Selling Stockholder of its obligations hereunderStockholder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is the Registration Statement, when it became effective, did not (i) an employee benefit plan contain and, as defined in amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and subject to ERISA, (ii) the Prospectus, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a plan material fact or account subject omit to Section 4975 state a material fact necessary to make the statements therein, in the light of the Codecircumstances under which they were made, 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person not misleading; except that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iiiset forth in this Section 2(g) only apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Selling Stockholder will not use, directly or indirectly, furnished to the proceeds of the offering Company 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. (l) The operations of writing by such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatenedthrough you expressly for use therein. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder severally and not jointly, represents and warrants to and agrees with each Underwriter and the Company that: (a) None Such Selling Stockholder now has and on the Closing Date and on any later date on which Option Securities are purchased will have valid marketable title to the Securities to be sold by such Selling Stockholder, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest other than pursuant to this Agreement; and upon delivery of such Securities hereunder and payment of the Registration Statementpurchase price as herein contemplated, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light each of the circumstances under which they were madeUnderwriters will obtain valid marketable title to the Securities purchased by it from such Selling Stockholder, not misleadingfree and clear of any pledge, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating lien, security interest pertaining to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly Stockholder's property, encumbrance, claim or equitable interest, including any liability for use in the Registration Statementestate or inheritance taxes, the Time of Sale Prospectus, the Prospectus or any amendment liability to or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorizedclaim of any creditor, executed and delivered by devisee, legatee or on behalf beneficiary of such Selling Stockholder. (cb) The execution Such Selling Stockholder has duly authorized (if applicable), executed and delivery of this delivered, in the form heretofore furnished to the Representatives, an Irrevocable Custody Agreement and Power of Attorney (the sale "Power of Attorney") appointing Xxxxx Xxxxxxx and delivery Xxxxx XxXxxx as attorneys-in-fact (collectively, the "Attorneys" and individually, an "Attorney") and custodians (collectively, the "Custodians" and individually, a "Custodian"); the Power of Attorney constitutes a valid and binding agreement on the Shares to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument part of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry enforceable in accordance with its certificate of incorporationterms, bylaws and applicable law, (ii) DTC will be registered except as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation enforcement thereof may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC limited by applicable bankruptcy, insolvency, reorganization, moratorium or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed similar laws relating to or which constituted affecting creditors' rights generally or would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by general equitable principles; and each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.'s

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly, represents and warrants to and agrees with each Underwriter of the Underwriters that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The execution and delivery of this Agreement by such Selling Stockholder of, and the sale performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and delivery American Stock Transfer & Trust Company, LLC, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the consummation Power of Attorney appointing certain individuals as such Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated herein hereby and compliance by such Selling Stockholder with its obligations hereunder do the Registration Statement (the “Power of Attorney”) will not and will not, whether with or without the giving contravene (i) any provision of notice or passage of time or both, (A) conflict with or constitute a breach ofapplicable law, or default under, or result in (ii) the creation or imposition certificate of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter incorporation or by-laws or other organizational instrument similar organization documents of such Selling Stockholder, Stockholder (if applicablesuch Selling Stockholder is a corporation or other business entity or trust), or (Ciii) result in any violation of agreement or other instrument binding upon such Selling Stockholder or (iv) any applicable treaty, law, statute, rule, regulation, judgment, order, writ order or decree of any governmentgovernmental body, government instrumentality agency or court, domestic or foreign, court having jurisdiction over such Selling Stockholder or any of its propertiesStockholder, except, in the case of clauses (Ai), (iii) and (Civ), (x) for any such breaches and violations contraventions that would not, singly individually or in the aggregate, reasonably be expected materially interfere with the consummation of the transactions contemplated by this Agreement, the Custody Agreement or the Power of Attorney or the ability of such Selling Shareholder to result in perform its obligations hereunder and, thereunder (a “Selling Stockholder Material Adverse Change Effect”), and (y) no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required to be obtained by such Selling Stockholder for the performance by such Selling Stockholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares or such as may have previously been obtained or made, except for such consents, approvals, authorizations, orders or qualifications as would not, singly individually or in the aggregate, affect the validity of the Shares be reasonably expected to be sold by such have a Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this AgreementMaterial Adverse Effect. (dc) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances (other than those created by the Custody Agreement and Power of Attorney) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any adverse claim (within the meaning of Sections 8-102 and 8-105 of the UCC) to such Shares), (A) DTC shall be a “adverse claim,protected purchaser” of such Shares within the meaning of Section 8-105 303 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (iB) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Shares and (iiC) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (ix) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (iiy) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, UCC and (iiiz) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) 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 Prospectus to sell its Shares pursuant to this Agreement. (g) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain, as of the date of such amendment or supplement, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 2(g) (A) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus, the road show, or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein and (B) are limited in all respects 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 Prospectus, the road show, the Prospectus or any amendments or supplements thereto, it being understood and agreed that the only information furnished by such Selling Stockholder consists of the name of such Selling Stockholder, the number of offered shares and the address and other information with respect to such Selling Stockholder (excluding percentages) which appear in the Time of Sale Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to each Selling Stockholder, the “Selling Stockholder Information”). (h) Such Selling Stockholder has executed a “lock-up” agreement, substantially in the form of Exhibit A hereto, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, that is in full force and effect as of the date hereof and shall be in full force and effect on the Closing Date. (i) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which that is designed to or which to, that has constituted or that would be expected to cause or result in stabilization or manipulation of the price of any security of the Company in violation of any applicable law to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, Stockholder represents and warrants to each U.S. Underwriter that: (a) None of Such Selling Stockholder now has, and on the Registration StatementClosing Date will have, valid and marketable title to the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit Shares 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 such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to be sold by such Selling Stockholder hereunder, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, except as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use otherwise described in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”)Prospectuses. (b) This Such Selling Stockholder now has, and on the Closing Date will have, full legal right, power and authorization, and any approval required by law, to sell, assign, transfer and deliver such Shares in the manner provided in this Agreement and the International Underwriting Agreement and, upon delivery of and payment for such Shares to be sold hereunder, the several U.S. Underwriters will acquire valid and marketable title to such Shares free and clear of any lien, claim, security interest, or other encumbrance. (c) Each of this Agreement, the International Underwriting Agreement and the Custody Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes the valid and legally binding agreement of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, except that the enforceability of such Selling Stockholder's obligations hereunder or thereunder may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and subject to the applicability of general principles of equity, and except as rights to indemnity and contribution hereunder or thereunder may be limited by Federal or state securities laws or principles of public policy. (cd) The execution and delivery of this Agreement and Neither the sale and delivery of the Shares to be sold by such Selling Stockholder and hereunder, the execution, delivery or performance of this Agreement, the International Underwriting Agreement or the Custody Agreement by or on behalf of such Selling Stockholder nor the consummation by such Selling Stockholder of the transactions contemplated herein hereby and thereby (i) requires any consent, approval, authorization or other order of or registration or filing with, any court or governmental agency or body having jurisdiction over it (except such as may be required for the registration of the Shares under the Act and compliance by such Selling Stockholder with its obligations hereunder do not and the securities or Blue Sky laws of various jurisdictions, all of which have been or will not, whether be effected in accordance with or without the giving of notice or passage of time or boththis Agreement), (Aii) conflicts or will conflict with or constitutes or will constitute a breach of, or a default underunder any material agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, (iii) violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to such Selling Stockholder or (iv) will result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to the terms of any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, bound or to which any of the property or assets of such Selling Stockholder is subject. (e) The information pertaining to such Selling Stockholder provided to the Company for inclusion under the caption "Principal and Selling Shareholders" in the Prospectuses, does not and will not contain an 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. (Bf) result in any violation of the provisions of the charter or by-laws or other organizational instrument The representations and warranties of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder hasCustody Agreement are, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may will be, will have, valid title to the Shares to be sold by such Selling Stockholder free true 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 valid security entitlement in respect of such Sharescorrect. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (fg) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company Common Stock to facilitate the sale or resale of the Shares. (g) [Reserved], except for the lock-up arrangements referred to in the Prospectuses. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court knowledge or any legal process in any court reason to believe that the Registration Statement or the Prospectuses (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision amendment or taxing authority thereof solely in connection with (Asupplement thereto) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectusstatements therein not misleading. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder severally and not jointly, jointly represents and warrants to and agrees with each Underwriter of the Underwriters that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The execution and delivery of this Agreement by such Selling Stockholder of, and the sale performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and delivery American Stock Transfer & Trust Company, LLC, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the consummation Power of Attorney appointing certain individuals as such Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated herein hereby and compliance by such Selling Stockholder with its obligations hereunder do the Registration Statement (the “Power of Attorney”) will not and will not, whether with or without the giving contravene (i) any provision of notice or passage of time or bothapplicable law, (Aii) conflict with the certificate of incorporation or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets by-laws of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which (if such Selling Stockholder is a party corporation), or by which equivalent organizational or formation documents, as applicable, (iii) any agreement or other instrument binding upon such Selling Stockholder may be boundor (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except in the case of clauses (i), (iii) and (iv) as would not, individually or in the aggregate, have a material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated by this Agreement, the Custody Agreement and the Power of Attorney, and no consent, approval, authorization or order of, or to which qualification with, any of governmental body or agency is required for the property or assets of performance by such Selling Stockholder is subject, (B) result in any violation of its obligations under this Agreement or the provisions Custody Agreement or Power of the charter or by-laws or other organizational instrument Attorney of such Selling Stockholder, if applicable, except such as may be required by the securities or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity Blue Sky laws of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreementvarious states in connection with the offer and sale of the Shares. (dc) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any “adverse claim,” claim (within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), UCC to such Shares), (iA) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Shares and (iiC) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (ix) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (iiy) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, UCC and (iiiz) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has is not taken, and will not take, directly prompted by any information concerning the Company or indirectly, any action its subsidiaries which is designed not set forth in the Time of Sale Prospectus to or which constituted or would be expected sell its Shares pursuant 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 Sharesthis Agreement. (g) [Reserved]. (hi) No filing withThe Registration Statement, when it became effective, did not contain and, as amended or consentsupplemented, approvalif applicable, authorizationwill 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, order(ii) the Time of Sale Prospectus does not, registration, qualification or decree and at the time of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for each sale of the performance by each Selling Stockholder of its obligations hereunder, or Shares in connection with the sale and delivery of offering when the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder Prospectus is not yet available to prospective purchasers and at the Closing Date (i) an employee benefit plan as defined in and subject Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to ERISAstate a material fact necessary to make the statements therein, (ii) a plan or account subject to Section 4975 in the light of the Codecircumstances under which they were made, or not misleading, (iii) an entity deemed each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to hold “plan assets” state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any such plan untrue statement of a material fact or account omit to state a material fact necessary to make the statements therein, in the light of the circumstances under Section 3(42) of ERISAwhich they were made, 29 C.F.R. 2510.3-101not misleading, or otherwise. (jexcept that the representations and warranties set forth in this paragraph 2(h) (iA) None do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein and (B) are limited in all respects 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 Prospectus, the road show, the Prospectus or any amendments or supplements thereto, it being understood and agreed that the only information furnished by such Selling Stockholder consists of the name of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject number of any Sanctions, or (b) located, organized or resident in a country or territory that is offered shares and the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea address and Syria). (ii) Such other information with respect to such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (aexcluding percentages) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating which appear in the offering, whether as underwriter, advisor, investor or otherwise). Time of Sale Prospectus in the table (iiiand corresponding footnotes) Such under the caption “Principal and Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions Stockholders” (with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such respect to each Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such “Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwiseInformation”). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the The Selling Stockholders severally Stockholders, jointly and not jointlyseverally, represents and warrants to to, and agrees with, each Underwriter of the several Underwriters that: : (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such the Selling Stockholder. (c) The execution and delivery Stockholders; the performance of this Agreement and by the sale and delivery of the Shares to be sold by such Selling Stockholder Trust and the consummation by the Trust of the transactions herein contemplated are authorized under the terms of the agreement governing the trust (the "Trust Agreement"); and the performance of this Agreement by the Selling Stockholders and the consummation by the Selling Stockholders of the transactions herein and compliance by such Selling Stockholder with its obligations hereunder do contemplated will not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute result in a breach or violation of any terms or provisions of, or constitute a default under, or result in the creation or imposition case of the Trust, the Trust Agreement, and in the case of both Selling Stockholders any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease agreement or other agreement or instrument known to such counsel to which such any Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the its property or assets of such Selling Stockholder is subject, (B) nor will such action result in any violation of the provisions of the charter any statute or by-laws order, rule or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation regulation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ court or decree of any government, government instrumentality governmental agency or court, domestic or foreign, body having jurisdiction over such any Selling Stockholder or the property of any Selling Stockholder; (b) the Trust has been duly organized and is validly existing as a trust under the laws of its properties, except, in the case jurisdiction of (A) organization; Xxxxxxx Xxxxxxxxx and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and Xxxx Xxxxxxxxx are on the date hereof and, unless notice on the Firm Closing Date or the applicable Option Closing Date, will be the sole Trustees of the Trust; (c) on the date hereof the Selling Stockholders have, and immediately prior to the Firm Closing Date (as defined below)or the Option Closing Date, as the case may be, the Selling Stockholders will have, have good and valid title to the Shares to be sold at such Closing Date by such Selling Stockholder Stockholders under this Agreement, free and clear of all security interestsliens, claims, liensencumbrances, equities or other encumbrances and the legal right and powerclaims, and all authorization full right, power and approval required by law, to enter into this Agreement and authority to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder Stockholders hereunder; (d) the delivery by the Selling Stockholders to the several Underwriters of certificates for the Shares being sold hereunder by the Selling Stockholders against payment therefor as provided herein, will convey good and marketable title to such Shares to the several Underwriters, free and clear of all security interests, liens, encumbrances, equities, claims or a valid security entitlement in respect of such Shares. other defects; (e) Upon payment the sale of Selling Stockholder Firm Shares by such Selling Stockholder pursuant hereto is not prompted by any adverse information concerning the purchase price for Company that is not set forth in the Registration Statement or the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus); (f) the sale of Selling Stockholder Firm Shares to be sold the Underwriters by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed the compliance by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale other provisions of this Agreement and delivery of the Shares hereunder or the consummation of the other transactions herein contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is do not (i) an employee benefit plan as defined in and subject to ERISA, (ii) a plan or account subject to Section 4975 of require 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.6

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally and severally, but not jointly, represents and warrants to each Underwriter and agrees with the Underwriters that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The execution and delivery of this Agreement by such Selling Stockholder of, and the sale performance by such Selling Stockholder of its obligations, as applicable, under, this Agreement, the Custody Agreement (in the case of Management Selling Stockholders) signed by the Management Selling Stockholders and delivery Chart Industries, Inc., as Custodian, relating to the deposit of the Shares to be sold by such the Management Selling Stockholder Stockholders (the “Custody Agreement”) and the consummation Power of Attorney (in the case of Management Selling Stockholders) appointing certain individuals as such Management Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated herein hereby and compliance by such Selling Stockholder with its obligations hereunder do the Registration Statement (the “Power of Attorney”) will not and will not, whether with or without the giving contravene (i) any provision of notice or passage of time or bothapplicable law, (Aii) conflict with or constitute a breach of, or default under, or result solely in the creation case of Chart Holdings, the certificate of formation or imposition of operating agreement, (iii) any lien, charge agreement or encumbrance other instrument binding upon the Shares to be sold by such Selling Stockholder or (iv) any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ order or decree of any governmentgovernmental body, government instrumentality agency or court, domestic or foreign, court having jurisdiction over such Selling Stockholder or any of its propertiesStockholder, except, except in the case of clauses (Ai) and (C), (xiii) for such breaches and violations that as would not, singly not individually or in the aggregateaggregate have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement, reasonably be expected to result in a Material Adverse Change and or the Custody Agreement (y) as would not, singly or in the aggregate, affect the validity case of the Shares to be sold Management Selling Stockholders) or Power of Attorney (in the case of the Management Selling Stockholders) and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform of its respective obligations under this Agreement, or the Custody Agreement or Power of Attorney, as applicable, except for the registration of the Shares under the Securities Act and such as may be required to be obtained or made under state securities or “blue sky” laws or by the rules and regulations of the NASD in connection with the purchase and sale of the Shares by the Underwriters. (dc) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney, as applicable, and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such the Shares. (d) In the case of the Management Selling Stockholders, the Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by the Management Selling Stockholders and are valid and binding agreements of the Management Selling Stockholders. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such the Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such the Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such the Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code then in effect in (the State of New York (“UCC”), ) to such the Shares), (iA) DTC shall be a “protected purchaser” of the Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such the Shares and (iiC) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such the Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (ix) such the Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (iiy) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, UCC and (iiiz) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder is not prompted to sell its Shares pursuant to this Agreement by any material information concerning the Company or its subsidiaries that has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRApublicly disclosed. (i) Such Selling Stockholder is Each part of the Registration Statement, when it became effective, did not (i) an employee benefit plan contain and, as defined in and subject amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to ERISAstate a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) a plan or account subject to Section 4975 the Time of Sale Prospectus does not, and at the time of each sale of the CodeShares and at the Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) an entity deemed the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to hold “plan assets” state a material fact necessary to make the statements therein, in the light of any such plan or account the circumstances under Section 3(42) which they were made, not misleading; provided that each of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (j) the representations and warranties set forth in clauses (i) None to (iii) of this Paragraph 2(g) is limited solely to statements or omissions made in reliance upon information relating to such Selling Stockholder furnished in writing to the Company by such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto. Any certificate signed by any officer, acting as such, on behalf of a Selling Stockholder and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Shares shall be deemed a representation and warranty by such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds as to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, ormatters covered thereby, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption lawsUnderwriters. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholders, solely with respect to itself and severally and not jointly, represents and warrants to and agrees with each Underwriter of the Underwriters that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The Custody Agreement (as defined below) and the Power of Attorney (as defined below) have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (c) The execution and delivery of this Agreement by such Selling Stockholder of, and the sale performance by such Selling Stockholder of its obligations under, this Agreement, and delivery the Custody Agreement signed by such Selling Stockholder and Continental Stock Transfer & Trust Company, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”), and the consummation Power of Attorney appointing certain individuals as such Selling Stockholder’s attorneys in fact to the extent set forth therein (the “Power of Attorney”), relating to the transactions contemplated herein hereby and compliance by the Time of Sale Prospectus will not contravene (i) any provision of applicable law, (ii) the partnership agreement of such Selling Stockholder (if such Selling Stockholder is a partnership), or the operating agreement of such Selling Stockholder (if such Selling Stockholder is a limited liability company), (iii) any agreement or other instrument binding upon such Selling Stockholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder with of its obligations hereunder do not and will notunder this Agreement, whether with the Custody Agreement or without the giving Power of notice or passage Attorney of time or bothsuch Selling Stockholder, except for (A) conflict with as have been made or constitute a breach ofobtained under the Securities Act, (B) the consents, approvals, authorizations, registrations or default underqualifications as may be required by state securities or “blue sky” laws, or result in and (C) the creation or imposition approval by FINRA of any lienthe underwriting terms and arrangements. (d) Except for such consents, charge or encumbrance upon the Shares to be sold approvals and waivers which have been obtained by such Selling Stockholder on or prior to the date of this Agreement, no consent, approval or waiver is required under any property instrument or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, in connection with the offering, sale or purchase by the Underwriters of any of the Shares which may be sold by such Selling Stockholder may be bound, under this Agreement or to which the consummation by such Selling Stockholder of any of the property or assets of such other transactions contemplated hereby. (e) Such Selling Stockholder is subject(i) does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, (Bii) result in does not have any violation preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the provisions Shares that are to be sold by any of the charter other Selling Stockholders to the Underwriters pursuant to this Agreement, and (iii) does not own any warrants, options or by-laws similar rights to acquire, and does not have any right or arrangement to acquire, any capital stock, right, warrants, options or other organizational instrument securities from the Company, other than those described in the Registration Statement and the Time of such Sale Prospectus. (f) Such Selling StockholderStockholder has, if applicableand on each Delivery Date will have valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (Cthe “UCC”) result in any violation of any applicable treatyrespect of, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected pursuant to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. Agreement free of all adverse claims (d) Such Selling Stockholder has, and on within the Closing Date or meaning of Section 8-102 of the applicable Option Closing Date (as defined belowUCC), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by applicable law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement or a valid security entitlement in respect of such Shares. (eg) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any “adverse claim,” claim (within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), ) to such Shares), (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Shares and (iiiii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume is assuming that when such payment, delivery (if necessary) and crediting occur, (iA) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (iiB) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, UCC and (iiiC) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, will not contain, as of the applicable effective date, 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; (ivii) the Disclosure Package, as of the Applicable Time, did not, and at the Delivery Date, 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; and (iii) the Prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the immediately preceding sentence only apply to statements or omissions made in reliance upon and in conformity with written information about such Selling Stockholder furnished to the extent DTCCompany by such Selling Stockholder expressly for use therein, or any which information consists solely of the legal name, address and the number of shares of Common Stock owned by such Selling Stockholder before and after the offering, and the other securities intermediary which acts as “clearing corporation” information with respect to the Shares, maintains any “financial asset” such Selling Stockholder (as defined in Section 8-102(a)(9excluding percentages) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(bthe Time of Sale Prospectus and the Prospectus in the table (and corresponding footnotes) and 8-511(c) of under the UCC and caption “Selling Stockholders” (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in to each Selling Stockholder, the Shares then held by DTC or such securities intermediary“Selling Stockholder Information”). (fi) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Shares or any security of the Company other reference security, whether to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing withShares or otherwise, and has taken no action which would directly or consent, approval, authorization, order, registration, qualification or decree indirectly violate any provision of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required Regulation M under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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 otherwiseExchange Act. (j) There are no stock transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the sale by the Selling Stockholders of the Shares. (k) The Selling Stockholders have not distributed and will not distribute, prior to the later of (i) None the expiration or termination of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is option granted to the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea several Underwriters under Section 3 hereof and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds completion of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time Underwriters’ distribution of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling StockholderShares, any employee thereof, has taken any action offering material in furtherance of an offer, payment, promise to pay, or authorization or approval connection with the offering and sale of the payment, giving Shares other than the Time of Sale Prospectus or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption lawsProspectus. (l) The operations of reason such Selling Stockholder is presently offering to sell its Shares pursuant to this Agreement is not based upon any material adverse fact concerning the Company, the Subsidiaries or its business that is not disclosed in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge Time of the Selling Stockholder, threatenedSale Prospectus. (m) If such Selling Stockholder is not a natural personOn or prior to the date hereof, such Selling Stockholder is subject has executed and delivered to civil and commercial law with respect to its obligations under this Agreement and the executionRepresentative a “lock-up” agreement, delivery and performance substantially in the form of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise)Exhibit A hereto. (n) Each of Any certificate signed by the Selling Stockholders organized in a jurisdiction outside of Stockholder and delivered to the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties Representative or other issuance or transfer taxes are payable by or on behalf of to counsel for the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery shall be deemed a representation and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery warranty by the Underwriters of Selling Stockholder to each Underwriter as to the Shares as contemplated herein and in the Prospectusmatters covered thereby. (o) Each Non-U.S. Such Selling Stockholder represents acknowledges that any final judgment the Underwriters and, for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts purposes of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will opinion to be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and delivered pursuant to Section 12 of this Agreement9(c) hereof, has legally, validly, effectively and irrevocably submitted, counsel to the personal jurisdiction of each New York state Selling Stockholder and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection counsel to the laying Underwriters, will rely upon the accuracy and truthfulness of venue of any suit, action or proceeding brought in the foregoing representations and hereby consents to such courtreliance.

Representations and Warranties of the Selling Stockholders. Each of the ---------------------------------------------------------- Selling Stockholders Stockholder severally and not jointly, represents and warrants to each Underwriter that: (a) None Such Selling Stockholder is the registered and beneficial owner of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit Shares 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 such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to be sold by such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of pursuant to this Agreement (except that if such Selling Stockholder expressly for use in the Registration Statementis a trust, the Time beneficiaries of Sale Prospectus, such trust in such capacity are the Prospectus or any amendment or supplement thereto (the “beneficial owners of such Shares) and such Selling Stockholder Information”)has, and on the Closing Date will have, good and clear title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever. (b) This Upon delivery of and payment for such Shares pursuant to this Agreement and assuming the Underwriters are acquiring such Shares in good faith without notice of any adverse claim, within the meaning of the Uniform Commercial Code as in effect in the State of Georgia ("UCC"), good and clear title to such Shares will pass to the Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever. (c) Such Selling Stockholder has, and on the Closing Date will have, full legal right, power and authority to enter into this Agreement and the Custody Agreement between such Selling Stockholder and SunTrust Bank of Atlanta, Georgia, as Custodian (a "Custody Agreement") and to sell, assign, transfer and deliver such Shares in the manner provided herein and therein, and this Agreement and such Custody Agreement have been duly authorized, executed and delivered by such Selling Stockholder and each of this Agreement and such Custody Agreement is a valid and binding agreement of such Selling Stockholder enforceable in accordance with its terms, except (i) as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (d) The power of attorney signed by such Selling Stockholder appointing Xxxxxx X. Xxxxxxxx and Xxxxxxxx X. Xxxxxxxx, or either one of them, as his attorney-in-fact to the extent set forth therein with regard to the transactions contemplated hereby and by the Registration Statement and the Custody Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (c) The execution and delivery of this Agreement and the sale and delivery of the Shares to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein is a valid and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets binding instrument of such Selling Stockholder pursuant enforceable in accordance with its terms (except (i) as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally, (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any contractproceeding therefor may be brought, indenture, mortgage, deed and (iii) that the enforceability of trust, loan any rights to indemnity or credit agreement, note, license, lease contribution may be limited by federal or other agreement or instrument to which such Selling Stockholder is a party state securities laws or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (Cpublic policy), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to to, or which constituted or would might reasonably be expected to to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for Shares pursuant to the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions distribution contemplated by this Agreement, except such and other than as have been already obtained permitted by the Act, the Selling Stockholder has not distributed and will not distribute any prospectus or as may be required under other offering material in connection with the Securities Act offering and the applicable rules and regulations sale of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRAShares. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (lf) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private such Selling Stockholder, compliance by such Selling Stockholder with all the provisions hereof and commercial acts rather than public the consummation of the transactions contemplated hereby will not require any consent, approval, authorization or other order of, or qualification with, any court, regulatory body, administrative agency or other governmental acts. It does body (except as may be required under the Act, state securities laws or Blue Sky laws) and will not have immunity (sovereign conflict with or otherwise) from set-off, the jurisdiction constitute a breach of any court of the terms or provisions of, or a default under, organizational documents of such Selling Stockholder, if not an individual, or any legal process in indenture, loan or credit agreement, mortgage, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or property of such Selling Stockholder is bound, or violate or conflict with any court (whether through service laws, rules, regulations, judgments, orders or decrees of noticeany court, attachment prior to judgment, attachment in aid governmental agency or body having jurisdiction over such Selling Stockholder or property of execution, execution or otherwise)such Selling Stockholder. (ng) Each Such parts of the Registration Statement under the caption "Principal and Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in Shareholders" which specifically relate to such Selling Stockholder’s jurisdiction Stockholder do not, and will not on the Closing Date (and any Option Closing Date), contain any untrue statement of organization a material fact or omit to state any political subdivision material fact required to be stated therein or taxing authority thereof solely necessary to make the statements therein, in connection with (A) the executionlight of circumstances under which they were made, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectusnot misleading. (oh) Each Non-U.S. Selling Stockholder represents that At any final judgment for a fixed or determined sum of money rendered by time during the period described in paragraph 5(d) hereof, if there is any U.S. federal or New York state court located change in the State of New York having jurisdiction under its own laws information referred to in respect of any suitparagraph 7(g) above, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts will immediately notify you of the Isle of Man, without reconsideration or reexamination of the meritssuch change. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

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 Underwriter of the Underwriters and the Company that: (a) None of All consents, approvals, authorizations and orders necessary for the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations execution and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to delivery by such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (c) The execution and delivery of this Agreement and the Power of Attorney and the Custody Agreement hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not has full right, power and will notauthority to enter into this Agreement, whether with or without the giving Power of notice or passage of time or bothAttorney and the Custody Agreement and to sell, (A) conflict with or constitute a breach ofassign, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon transfer and deliver the Shares to be sold by such Selling Stockholder or any property or assets hereunder; (b) The sale of the Shares to be sold by such Selling Stockholder pursuant to hereunder and the compliance by such Selling Stockholder with all of the provisions of this Agreement, the Power of Attorney and the Custody Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any contractof the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, is bound or to which any of the property or assets of such Selling Stockholder is subject, (B) nor will such action result in any violation of the provisions of the charter Certificate of Incorporation or byBy-laws or other organizational instrument of such Selling StockholderStockholder if such Selling Stockholder is a corporation, the Partnership Agreement of such Selling Stockholder if applicablesuch Selling Stockholder is a partnership, the Trust Agreement or Declaration of Trust of such Selling Stockholder if such Selling Stockholder is a trust, the Certificate of Formation or Limited Liability Company Agreement of such Selling Stockholder if such Selling Stockholder is a limited liability company, or (C) result in any violation statute or any order, rule or regulation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ court or decree of any government, government instrumentality governmental agency or court, domestic or foreign, body having jurisdiction over such Selling Stockholder or any the property of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement.; (dc) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, immediately prior to each Time of Delivery such Selling Stockholder will have, good and valid title to the Shares to be sold by such Selling Stockholder hereunder, free and clear of all security interestsliens, claims, liensencumbrances, equities or other encumbrances and the legal right and powerclaims; and, 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 valid security entitlement in respect of such Shares. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless upon delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representationpayment therefor pursuant hereto, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries transfer to the accounts of the Underwriters on the records of DTC will have been made pursuant several Underwriters, good and valid title to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the such Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries free and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims clear of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC liens, encumbrances, equities or such securities intermediary.claims; (fd) Such Selling Stockholder has not taken, taken and will not take, directly or indirectly, any action which is designed to or which has constituted or would which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.; (e) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein, such Preliminary Prospectus and the Registration Statement did not, and 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, 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; (f) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Stockholder will deliver to you prior to or at the First Time of Delivery (as hereinafter defined) 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); (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree Certificates in negotiable form representing all of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance Shares to be sold by each such Selling Stockholder hereunder have been placed in custody under a Custody Agreement, in the form heretofore furnished to you (the "Custody Agreement"), duly executed and delivered by such Selling Stockholder to John B. Sanfilippo & Son, Xxx., xx xxxxxxxan (the "Custodian"), and such Selling Stockholder has duly executed and delivered a Power of its obligations hereunderAttorney, or in connection the form heretofore furnished to you (the "Power of Attorney"), appointing the persons indicated in Schedule II hereto, and each of them, as such Selling Stockholder's attorneys-in-fact (the "Attorneys-in-Fact") with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to determine the sale and purchase price to be paid by the Underwriters to the Selling Stockholders as provided in Section 3 hereof, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder or the consummation and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act Agreement and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA.Custody Agreement; and (ih) Such Selling Stockholder is not (i) an employee benefit plan as defined The Shares represented by the certificates held in and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and custody for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed under the Custody Agreement are subject to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds interests of the offering in furtherance of an offer, payment, promise to pay, or authorization of Underwriters hereunder; the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of arrangements made by such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Lawsfor such custody, and no action, suit or proceeding the appointment by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect of the Attorneys-in-Fact by the Power of Attorney, are irrevocable to the Anti-Money Laundering Laws is pending orextent provided thereunder, subject to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil terms and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance conditions of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, Agreement; the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each obligations of the Selling Stockholders organized 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 jurisdiction outside partnership or corporation, by the dissolution of such partnership or corporation, or by the occurrence of any other event; if any 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 United States (eachShares hereunder, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable certificates representing the Shares shall be delivered by or on behalf of the Underwriters Selling Stockholders, subject to and in such Selling Stockholder’s jurisdiction accordance with, the terms and conditions of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and of the Prospectus or (C) the sale Custody Agreements; and delivery actions taken by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each NonAttorneys-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Nonin-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and Fact pursuant to Section 12 the Powers of this AgreementAttorney shall be as valid as if such death, has legallyincapacity, validlytermination, effectively and irrevocably submitteddissolution or other event had not occurred, to regardless of whether or not the personal jurisdiction Custodian, the Attorneys-in-Fact, or any of each New York state and United States federal court sitting in the City them, shall have received notice of New York and has validly and irrevocably waived any objection to the laying of venue of any suitsuch death, action incapacity, termination, dissolution or proceeding brought in such courtother event.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointlyjointly with the other Selling Stockholders, represents and warrants to each and agrees with the Underwriter that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder, and is a valid and binding agreement of such Selling Stockholder. (cb) The Neither the execution and delivery of this Agreement and the sale and delivery of the Shares to be sold by such Selling Stockholder and of, nor the consummation of the transactions contemplated herein and compliance performance by such Selling Stockholder with of its obligations hereunder do not and under this Agreement will notconflict with, whether with or without the giving of notice or passage of time or bothcontravene, (A) conflict with or constitute result in a breach or violation of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to to, or constitute a default under (i) any contractstatute, indenturelaw, mortgagerule, deed regulation, judgment, order or decree of trustany governmental body, loan regulatory or credit agreement, note, license, lease administrative agency or other agreement or instrument to which court having jurisdiction over such Selling Stockholder is a party Stockholder; (ii) the certificate of incorporation or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, bylaws (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument documents) of such Selling Stockholder, if applicable, or (Ciii) result in any violation of any applicable treatycontract, lawagreement, statuteobligation, rule, regulation, judgment, order, writ covenant or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over instrument to which such Selling Stockholder (or any of its propertiesassets) is subject or bound, except, except in the case of clauses (Ai) and (C)iii) above, (x) for any breach, violation, conflict, contravention, imposition or default as materially impairs the ability of such breaches Selling Stockholder to perform its obligations contemplated under this Agreement; and violations that would notno consent, singly approval, authorization or in order of, or qualification with, any governmental body or agency is required for the aggregateperformance by such Selling Stockholder of its obligations under this Agreement, reasonably except such as may be expected to result in a Material Adverse Change and (y) as would not, singly required by the securities or in the aggregate, affect the validity blue sky laws of the various jurisdictions in connection with the offer and sale of the Shares. (c) Such Selling Stockholder now is and, on the Closing Date and on each Option Closing Date, will be the lawful owner of the number of Shares to be sold by such Selling Stockholder or reasonably be expected pursuant to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder , and has, and on the Closing Date or the applicable and on each Option Closing Date (as defined below), as the case may be, will have, valid marketable title to to, or a valid “security entitlement” (within the meaning of Sections 8-102 and 8-501 of the New York Uniform Commercial Code (the “UCC”)) in respect of, the number of Shares to be sold by such Selling Stockholder Stockholder, free and clear of all security interests“adverse claims” (within the meaning of Section 8-102 of the UCC), claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (ed) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to the securities accounts (within the meaning of Section 8-501(a) account of the UCC) of the Underwriters Underwriter (assuming that neither DTC nor the Underwriters Underwriter has “notice of any “adverse claim,” (within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), ) to such Shares), (i) DTC shall be a “protected purchaser” of such Shares (within the meaning of Section 8-303 of the UCC), (ii) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid “security entitlement” entitlement in respect of such Shares Shares, and (iiiii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (ix) such Shares shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (iiy) DTC will be registered as a “clearing corporation,” (within the meaning of Section 8-102 of the UCC), (iiia) appropriate entries to the accounts account of the Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC, and (ivaa) DTC’s jurisdiction for purposes of Section 8-110 of the UCC is the State of New York. (e) Such Selling Stockholder has not, prior to the extent DTCexecution of this Agreement, offered or sold any other securities intermediary which acts as Shares by means of any “clearing corporationprospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with respect to the offer or sale of the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of each case other than the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediarymost recent Preliminary Prospectus. (f) Such Selling Stockholder has not taken, and will not takenot, directly or indirectly, taken any action which is designed to or which constituted will constitute, or would that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]. Such Selling Stockholder (hi) No filing with, or consent, approval, authorization, order, registration, qualification or decree of does not have any arbitrator, court, governmental body, regulatory body, administrative agency registration or other authority, body similar rights to have any equity or agency, domestic debt securities registered for sale by the Company under the Registration Statement or foreign, is necessary or required for included in the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions Offering contemplated by this Agreement, except for such rights as have been already obtained or are described in the Registration Rights Agreement dated as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunderJuly 22, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to ERISA2015, (ii) a plan does not have any preemptive right, co-sale right or account subject right of first refusal or other similar right to Section 4975 purchase any of the CodeShares that are to be sold by other Selling Stockholders to the Underwriter pursuant to this Agreement, or except for such rights as such Selling Stockholder has waived prior to the date hereof and as have been described in the Registration Statement and Time of Sale Prospectus, and (iii) an entity deemed does not own any warrants, options or similar rights to hold “plan assets” acquire, and does not have any right or arrangement to acquire, any capital stock, right, warrants, options or other securities from the Company, other than those described in the Registration Statement and the Time of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwiseSale Prospectus. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (iih) Such Selling Stockholder will not, not directly or indirectly, indirectly use the proceeds of the offeringthis Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other Person:person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. (ai) to fund or facilitate any activities or business of or with any Person or in any country or territory thatThe Registration Statement , when it became effective and at the time of such funding execution of this Agreement, did not contain and, as amended or facilitationsupplemented, is if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the subject statements therein not misleading; (ii) at the time of Sanctions; or (b) filing thereof, the Preliminary Prospectus did not contain any untrue statement of a material fact or omit to state a material fact necessary in any other manner that will result in a violation of Sanctions by any Person (including any Person participating order to make the statements therein, in the offeringlight of the circumstances under which they were made, whether not misleading; (iii) the Time of Sale Prospectus at the Time of Sale did not, at the Closing Date and, if applicable, at each Option Closing Date, the Time of Sale Prospectus, as underwriterthen amended or supplemented, advisorif applicable, investor will not, contain any untrue statement of a material fact or otherwiseomit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) each road show, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Prospectus, as of the date it is filed with the Commission pursuant to Rule 424(b) under the Securities Act, at the Closing Date and at each Option Closing Date, if any, 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, however, that the representations and warranties set forth in this Section 2(k) are limited exclusively to statements or omissions of material fact made in reliance upon information relating to such Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, Preliminary Prospectus, Time of Sale Prospectus, road show or the Prospectus, it being understood and agreed that the only such information furnished by or on behalf of any Selling Stockholder consists of the legal name and address of, and the number of shares beneficially owned and offered by such Selling Stockholder, and the other information with respect to such Selling Stockholder that appears under the caption “Principal and Selling Stockholders” in the Preliminary Prospectus, Time of Sale Prospectus and Prospectus (the “Selling Stockholder Information”). (iiij) Such Selling Stockholder is not now and for prompted by any material information concerning the past five years has not knowingly engaged in any dealings Company or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder subsidiaries which is not a natural person, such Selling Stockholder is subject set forth in the Time of Sale Prospectus to civil and commercial law with respect sell the Shares pursuant to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly, represents and warrants to each Underwriter that: (a) None Such Selling Stockholder has beneficial ownership of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and on any Option Closing Date on which any of such Shares are to be sold hereunder will be the lawful owner of such Shares and will have good and valid title to such Shares, free of all restrictions on transfer, pledges, liens, encumbrances, security interests and claims whatsoever. (b) On any Option Closing Date on which any Shares are to be sold hereunder, the Shares to be sold by such Selling Stockholder will have been duly authorized, validly issued, fully paid and non-assessable prior to the time that such Shares are delivered to the Underwriters. (c) Such Selling Stockholder has, and on the Closing Date will have, full legal right, power and authority, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement signed by such Selling Stockholder and American Stock Transfer and Trust Company, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the "Custody Agreement") and the Power of Attorney of such Selling Stockholder appointing certain individuals as such Selling Stockholder's attorneys-in-fact (the "Attorneys") to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement and the Custody Agreement (the Power of Attorney") and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein and therein. (d) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (e) The Custody Agreement of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms. (f) The Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding instrument of such Selling Stockholder, enforceable in accordance with its terms, and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (g) Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, good and clear title to such Shares will pass to the Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (h) The execution, delivery and performance of this Agreement and the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not (i) require any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states), (ii) conflict with or constitute a breach of any of the terms or provisions of, or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any indenture, loan agreement, mortgage, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over such Selling Stockholder or any property of such Selling Stockholder. (i) All information furnished or to be furnished in writing to the Company by or on behalf of such Selling Stockholder expressly for use in the Registration Statement and the Prospectus, insofar as it relates to such Selling Stockholder, is or will be true and correct in all material respects and, with respect to the Registration Statement, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Time of Sale Prospectus or statements therein not misleading, and, with respect to the Prospectus or any amendments or supplements thereto included or Prospectus, does not and will include not contain any untrue statement of a material fact or omitted or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (j) At any time during the period described in Section 5(d), provided if there is any change in the information referred to in Section 7(i), such Selling Stockholder will immediately notify you of such change. (k) Nothing has come to such Selling Stockholder's attention that has caused such Selling Stockholder to believe that (i) at the time the Registration Statement became effective and at the date hereof, it included or includes any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Prospectus, at the time it became effective and as of the date hereof and at the Closing Date, the Prospectus included, includes or will include any untrue statement of material fact or omitted, omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representations and warranties set forth in this Section 2(asubsection (k) shall not apply only to statements information contained in or omissions made omitted from the Registration Statement or the Prospectus in reliance upon upon, and in conformity with with, written information relating furnished to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing the Company by or on behalf of such Selling Stockholder expressly any Underwriter, directly or through the Representatives, specifically for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”)preparation thereof. (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (c) The execution and delivery of this Agreement and the sale and delivery of the Shares to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (fl) Such Selling Stockholder has not (i) taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would be expected to cause or result in in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, Shares or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to ERISA, (ii) a plan or account subject to Section 4975 since the filing of the CodeRegistration Statement (A) sold, bid for, purchase or paid anyone any compensation for soliciting purchases of, the Shares or (iiiB) an entity deemed paid or agreed 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or pay to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed compensation for soliciting another to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds purchase any other securities 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. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatenedCompany. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable certificate signed by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would and delivered to the Underwriters or counsel for the Underwriters shall be declared enforceable against the Company deemed to be a representation and warranty by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection Underwriters as to the laying of venue of any suit, action or proceeding brought in such courtmatters covered thereby.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally Stockholder, solely with respect to itself and not jointlyas to any other Selling Stockholder, represents and warrants to and agrees with each Underwriter of the Underwriters that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The execution and delivery of this Agreement by such Selling Stockholder of, and the sale performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and delivery Computershare Inc., as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the consummation Power of Attorney appointing certain individuals as such Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated herein hereby and compliance by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws of such Selling Stockholder (if such Selling Stockholder is a corporation), (iii) the constituent documents of such Selling Stockholder (if such Selling Stockholder is not a natural person or a corporation), (iv) any agreement or other instrument binding upon such Selling Stockholder or (v) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except in the cases of (i) and (iv) above, for such contraventions as would not reasonably be expected to have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder, or under the Custody Agreement or the Power of Attorney. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder with of its obligations hereunder do not under this Agreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as have been obtained and will not, whether made under the Securities Act and such as may be required by the Exchange Act or the rules and regulations thereunder or the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with or without the giving offer and sale of notice or passage of time or both, the Shares. (Ac) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon With respect to the Shares to be sold by such Selling Stockholder or any property or assets of that are outstanding on the date hereof, such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and with respect to such Shares to be sold upon exercise of options on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances (other than those created by the Custody Agreement and Power of Attorney) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any “adverse claim,” claim (within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), ) to such Shares), (iA) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Shares and (iiC) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be validly asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (ix) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (iiy) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, UCC and (iiiz) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has is not taken, prompted to sell and will not take, directly transfer its Shares pursuant to this Agreement by any material information concerning the Company or indirectly, any action its subsidiaries which is designed to or which constituted or would be expected to cause or result not set forth in stabilization or manipulation the Time of the price of any security of the Company to facilitate the sale or resale of the SharesSale Prospectus. (gi) [Reserved]The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such Selling Stockholder makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Registration Statement, Time of Sale Prospectus or Prospectus; provided further that, the representations and warranties set forth in this paragraph 2(g) are limited in all respects to statements or omissions made in reliance upon 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 Prospectus, any broadly available road show, or the Prospectus or any amendments or supplements thereto it being understood and agreed that the only information furnished by such Selling Stockholder consists of the (A) name of such Selling Stockholder the number of offered shares and the address, and (B) other information with respect to such Selling Stockholder (excluding percentages) that appear in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” in the Prospectus (with respect to such Selling Stockholder, the “Selling Stockholder Information”). (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder has executed a “lock-up” agreement, substantially in the form of Exhibit A hereto, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, that is not (i) an employee benefit plan in full force and effect as defined in and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident date hereof and shall be in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea full force and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds effect as of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise)Closing Date. (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder severally and not jointly, jointly represents and warrants to the Company and each Underwriter thatof the Underwriters and agrees with the Underwriters as follows: (a) None of Such Selling Stockholder has, and on the Registration Statement, the Time of Sale Prospectus Closing Date or the Prospectus or any amendments or supplements thereto included or Option Closing Date (as defined below), as the case may be, will include any untrue statement of a material fact or omitted or will omit have, good and valid title to state a material fact necessary in order the Shares proposed to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to be sold by such Selling Stockholder as required by Item 7 hereunder on such date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver such Shares hereunder, free and clear of Form S-3 furnished in writing by or on behalf all voting trust arrangements, liens, encumbrances, equities, claims and community property rights; and upon delivery of and payment for such Selling Stockholder expressly for use in the Registration StatementShares hereunder, the Time Underwriters will acquire good and valid title thereto, free and clear of Sale Prospectusall voting trust arrangements, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”)liens, encumbrances, equities, claims and community property rights. (b) This Agreement Such Selling Stockholder has not taken and will not take, directly or indirectly, any action designed to or which might be reasonably expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (c) Such Selling Stockholder has executed and delivered a Power of Attorney (“Power of Attorney”) among the Selling Stockholder and Xxxxx X. Xxxx (the “Agent”), naming the Agent as such Selling Stockholder’s agent and attorney-in-fact (and, by the execution by the Agent of this Agreement, such Agent hereby represents and warrants that he has been duly authorizedappointed as agent and attorney-in-fact by the Selling Stockholders pursuant to the Power of Attorney) for the purpose of entering into and carrying out this Agreement, and the Power of Attorney has been executed by such Selling Stockholder and a copy thereof has been delivered by or on behalf to you and is a valid and binding agreement of such Selling Stockholder. (cd) The execution and delivery of this Agreement, the Power of Attorney and the Custody Agreement (as hereinafter defined) and the sale and delivery of the Shares to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment of the purchase price for the The Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed Agreement are certificated securities in registered form or are held in a securities account or by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to through a securities accounts (intermediary within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then as in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediaryYork. (f) Such Selling Stockholder further represents, warrants and agrees that such Selling Stockholder has not takendeposited in custody, under a Custody Agreement in the form attached hereto as Exhibit B (“Custody Agreement”) with Xxxxx X. Xxxx, as custodian (“Custodian”), certificates in negotiable form for the Shares to be sold hereunder by such Selling Stockholder, for the purpose of further delivery pursuant to this Agreement. Such Selling Stockholder agrees that the Shares to be sold by such Selling Stockholder on deposit with the Custodian are subject to the interests of the Company, the Underwriters and the other Selling Stockholders hereunder, that the arrangements made for such custody, and will not take, directly or indirectly, any action which is designed to or which constituted or would be expected to cause or result in stabilization or manipulation the appointment of the price Agent pursuant to the Power of Attorney, are to that extent irrevocable, and that the obligations of such Selling Stockholder hereunder and under the Power of Attorney and the Custody Agreement shall not be terminated except as provided in this Agreement, the Power of Attorney or the Custody Agreement by any act of such Selling Stockholder, by operation of law, whether, by the death or incapacity of such Selling Stockholder or, in the case of a trust or estate, by the death of the trustee or trustees or the executor or executors or the termination of such trust or estate or by the occurrence of any security other event. If any individual Selling Stockholder, trustee or executor should die or become incapacitated, or any such trust or estate should be terminated, or if any other event should occur before the delivery of the Company Shares hereunder, the certificates evidencing Shares then on deposit with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement and the Custody Agreement and actions taken by the Agent pursuant to facilitate the sale Powers of Attorney shall be valid, in each case, as if such death, incapacity, termination or resale other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. The Agent has been authorized by such Selling Stockholder to execute and deliver this Agreement on behalf of such Selling Stockholder and the Custodian has been authorized to receive and acknowledge receipt of the Sharesproceeds of sale of the Shares to be sold by such Selling Stockholder against delivery thereof and otherwise act on behalf of such Selling Stockholder, including the delivery of any certificates to be delivered hereunder. The Custody Agreement has been executed by such Selling Stockholder and a copy thereof has been delivered to you and, assuming due authorization, execution and delivery by the other parties thereto, is a valid and binding agreement of such Selling Stockholder. (g) [Reserved]. (h) No filing withEach Preliminary Prospectus, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each insofar as it has related to such Selling Stockholder and as of its obligations hereunderdate, or has conformed in connection all material respects with the sale and delivery requirements of the Shares hereunder Act and, as of its date, has not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading; and the Registration Statement at the time of effectiveness, and at all times subsequent thereto, up to the Closing Date or the consummation Option Closing Date, as the case may be, (i) such parts of the transactions contemplated Registration Statement, the General Disclosure Package and the Prospectus and any amendments or supplements thereto as relate to such Selling Stockholder, contained or will contain all statements that are required to be stated therein in accordance with the Act and in all material respects conformed or will in all material respects conform to the requirements of the Act; and (ii) neither the Registration Statement, the General Disclosure Package nor the Prospectus, nor any amendment or supplement thereto, as it relates to such Selling Stockholder, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence applies only to the extent that any such statement in or omissions from any such document is made in reliance upon and in conformity with the written information furnished to the Company by this Agreement, except such as have been already obtained or as may be required Selling Stockholder specifically for use therein. The parties hereto agree that the information relating to such Selling Stockholder under the Securities Act caption “Selling Stockholders” and the applicable rules footnotes thereunder is the only information made in reliance upon and regulations of in conformity with written information furnished to the Commission thereunderCompany by such Selling Stockholder for use in any Preliminary Prospectus, the rules of Registration Statement, the New York Stock Exchange, state securities laws or General Disclosure Package and the rules of FINRAProspectus (the “Selling Stockholder Information”). (i) Such Selling Stockholder is not prompted to sell the Shares to be sold by such Selling Stockholder hereunder by any information concerning the Company or the Subsidiaries which is not set forth in the Registration Statement, General Disclosure Package or the Prospectus. (h) Such Selling Stockholder agrees with the Company and the Underwriters pursuant to a Lock-Up Agreement substantially in the form attached hereto as Exhibit A (the Lock-Up Agreement”), not to sell, contract to sell or otherwise dispose of any Common Stock for a period of 180 days after this Agreement becomes effective without the prior written consent of the Representative (except as otherwise provided in the Lock-Up Agreement) and such executed Lock-Up Agreement has been delivered to the Underwriters. (i) an employee benefit plan as defined in In order to document the Underwriter’s compliance with the reporting and subject to ERISA, (ii) a plan or account subject to Section 4975 withholding provisions of the CodeInternal Revenue Code of 1986, as amended, with respect to the transactions herein contemplated, such the Selling Stockholder agrees to deliver to you prior to or on the Closing Date, a properly completed and executed United States Treasury Department Form W-8 or W-9 (iii) an entity deemed to hold “plan assets” or other applicable form of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwisestatement specified by Treasury Department regulations in lieu thereof). (j) (i) None of Neither such Selling StockholderStockholder nor any of his affiliates directly, or any director indirectly through one or officer thereofmore intermediaries, is a Person that iscontrols, or is owned controlled by, or controlled by one is under common control with, or more Persons that are: is a person associated with (awithin the meaning of Article I (rr) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business By-laws of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwiseFINRA). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance member firm of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption lawsFINRA. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the ---------------------------------------------------------- Selling Stockholders Stockholder severally and not jointly, represents and warrants to each Underwriter that: (a) None Such Selling Stockholder is the lawful owner of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit Shares 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 such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to be sold by such Selling Stockholder as required by Item 7 pursuant to this Agreement and has, and on the Closing Date (and any Option Closing Date, if applicable) will have, good and clear title to such Shares, free of Form S-3 furnished in writing by or all restrictions on behalf of such Selling Stockholder expressly for use in the Registration Statementtransfer, the Time of Sale ProspectusLiens, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”)encumbrances, security interests and claims whatsoever. (b) This Upon delivery of and payment for such Shares pursuant to this Agreement, good and clear title to such Shares will pass to the Underwriters, free of all restrictions on transfer, Liens, encumbrances, security interests and claims whatsoever. (c) Such Selling Stockholder has, and on the Closing Date (and any Option Closing Date, if applicable) will have, full legal right, power and authority to enter into this Agreement and the Custody Agreement, if any, between such Selling Stockholder and The Bank of New York, as Custodian (the "Custody Agreement")and to sell, assign, transfer and deliver which Shares in the manner provided herein and therein, and this Agreement and the Custody Agreement, if any, have been duly authorized, executed and delivered by such Selling Stockholder and each of this Agreement and the Custody Agreement is a valid and binding agreement such Selling Stockholder enforceable in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by applicable law. (d) The power of attorney signed by such Selling Stockholder appointing Xxxxxxx X. Xxxx, Xxxxx X. Xxxxxxxx and Xxxx X. Xxxx, or any one of them, as his attorney-in-fact to the extent set forth therein with regard to the transactions contemplated hereby and by the Registration Statement and the Custody Agreement, if any, has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (c) The execution and delivery of this Agreement and the sale and delivery of the Shares to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein is a valid and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets binding instrument of such Selling Stockholder enforceable in accordance with its terms, and, pursuant to any contractsuch power of attorney, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be boundhas authorized Xxxxxxx X. Xxxx, Xxxxx X. Xxxxxxxx and Xxxx. X. Xxxx, or to which any one of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by lawthem, to enter into execute and deliver on his behalf this Agreement and any other document necessary or desirable in connection with transactions contemplated hereby and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (fe) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to to, or which constituted or would might reasonably be expected to to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for Shares pursuant to the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions distribution contemplated by this Agreement, except such and other than as have been already obtained or as may be required under permitted by the Securities Act and the applicable rules and regulations of the Commission thereunderAct, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses not distributed and will not distribute any prospectus or other offering material in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and connection with the representations offering and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds sale 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 lawsShares. (lf) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private such Selling Stockholder, compliance by such Selling Stockholder with all the provisions thereof and commercial acts rather than public the consummation of the transactions contemplated hereby will not require any consent, approval, authorization or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction other order of any court court, regulatory body, administrative agency or other governmental body (except as such may be required under the Act, state securities laws or Blue Sky laws) and will not conflict with or constitute a breach of any of the terms or provisions of, or a default under, organizational documents of such Selling Stockholder, if not an individ- ual, or any legal process in agreement, indenture or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or property of such Selling Stockholder is bound, or violate or conflict with any laws, administrative regulation or ruling or court (whether through service decree applicable to such Selling Stockholder or property of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise)such Selling Stockholder. (ng) Each Such parts of the Registration Statement under the caption "Principal and Selling Stockholders" which specifically relate to such Selling Stockholder do not, and will not on the Closing Date (and any Option Closing Date, if applicable), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of circumstances under which they were made, not misleading. (h) At any time during the period described in paragraph 5(e) hereof, if there is any change in the information referred to in paragraph 7(g) above, the Selling Stockholders organized in a jurisdiction outside will immediately notify you of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectuschange. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, Stockholder represents and warrants to each Underwriter that: (a) None Such Selling Stockholder is the lawful owner of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit Shares 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 such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to be sold by such Selling Stockholder as pursuant to this Agreement and has, and on the Closing Date will have, good and clear title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (b) The Shares to be sold by such Selling Stockholder have been duly authorized and are validly issued, fully paid and non-assessable. (c) Such Selling Stockholder has, and on the Closing Date will have, full legal right, power and authority, and all authorization and approval required by Item 7 law, to enter into this Agreement, the Custody Agreement signed by such Selling Stockholder and_______________, as Custodian, relating to the deposit of Form S-3 furnished in writing the Shares to be sold by or on behalf such Selling Stockholder (the "CUSTODY AGREEMENT") and the Power of Attorney of such Selling Stockholder expressly for use appointing certain individuals as such Selling Stockholder's attorneys-in-fact (the "ATTORNEYS") to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement and the Custody Agreement (the "POWER OF ATTORNEY") and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”)manner provided herein and therein. (bd) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (ce) The execution Custody Agreement of such Selling Stockholder has been duly authorized, executed and delivery delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms. (f) The Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding instrument of such Selling Stockholder, enforceable in accordance with its terms, and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the sale transactions contemplated hereby and delivery of thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (g) Upon delivery of and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon payment for the Shares to be sold by such Selling Stockholder or any property or assets pursuant to this Agreement, good and clear title to such Shares will pass to the Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (h) The execution, delivery and performance of this Agreement and the Custody Agreement and Power of Attorney of such Selling Stockholder pursuant to by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not (i) require any contractconsent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states), (ii) conflict with or constitute a breach of any of the terms or provisions of, or a default under, the organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any indenture, mortgage, deed of trust, loan or credit agreement, note, licensemortgage, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, bound or (Ciii) result in any violation of violate or conflict with any applicable treaty, law, statute, law or any rule, regulation, judgment, order, writ order or decree of any government, government instrumentality court or court, domestic any governmental body or foreign, agency having jurisdiction over such Selling Stockholder or any property of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such The information in the Registration Statement under the caption "Principal and Selling Stockholders" which specifically relates to such Selling Stockholder is does not, and will not (i) an employee benefit plan as defined on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in and subject to ERISA, (ii) a plan or account subject to Section 4975 the light of the Codecircumstances under which they were made, 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 otherwisenot misleading. (j) (i) None of such Selling StockholderAt any time during the period described in Section 5(d), or if there is any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating change in the offering, whether as underwriter, advisor, investor or otherwiseinformation referred to in Section 7(i). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance will immediately notify you of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise)such change. (nk) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable certificate signed by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would and delivered to the Underwriters or counsel for the Underwriters shall be declared enforceable against the Company deemed to be a representation and warranty by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection Underwriters as to the laying of venue of any suit, action or proceeding brought in such courtmatters covered thereby.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally Stockholders, including the Insiders (defined below), represents, warrants and not jointly, represents covenants to and warrants to agrees with each Underwriter of the Underwriters that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The execution and delivery of this Agreement by such Selling Stockholder of, and the sale performance by such Selling Stockholder of its obligations under, this Agreement, the Stockholder Irrevocable Election to Sell (the "Irrevocable Election"), the Selling Stockholder's Irrevocable Power of Attorney appointing certain individuals as such Selling Stockholder's attorneys-in- fact to the extent set forth therein (the "Power of Attorney"), and delivery the Letter of Transmittal and Custody Agreement signed by such Selling Stockholder and ChaseMellon Shareholder Services, LLC, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder and (the consummation of "Custody Agreement"), relating to the transactions contemplated herein hereby and compliance by the Registration Statement will not contravene any provision of applicable law, or the articles of incorporation or by- laws of such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute if such Selling Stockholder is a breach ofcorporation), or default under, any agreement or result in the creation or imposition of any lien, charge or encumbrance other instrument binding upon the Shares to be sold by such Selling Stockholder or any property judgment, order or assets decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder pursuant to any contractof its obligations under this Agreement, indenturethe Irrevocable Election, mortgage, deed the Power of trust, loan Attorney or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument Custody Agreement of such Selling Stockholder, if applicable, except such as may be required by the securities or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity Blue Sky laws of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreementvarious states in connection with the offer and sale of the Shares. (dc) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Irrevocable Election, the Power of Attorney or the Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder. (d) The Shares to be sold by such Selling Stockholder or a valid security entitlement in respect pursuant to this Agreement that are outstanding as of the date hereof have been duly authorized and are validly issued, fully paid and non-assessable, and the Shares to be sold by such SharesSelling Stockholder that are issuable upon exercise of outstanding options, will be, upon receipt by the Company of the exercise price thereof, validly issued, fully paid and non-assessable. (e) Upon payment The Irrevocable Election, the Custody Agreement and the Power of the purchase price for Attorney have been duly authorized, executed and delivered by such Selling Stockholder and each is a valid and binding agreement of such Selling Stockholder. (f) Delivery of the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters Agreement will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, pass title to such Shares may be asserted against the Underwriters with respect to such free and clear of any security entitlement; for purposes interests, claims, liens, equities and other encumbrances. (g) All information furnished in writing by or on behalf of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered for use in the name of Cede or another nominee designated by DTCRegistration Statement is, in each case and on the Company’s share registry Closing Date will be, true, correct, and complete, and does not, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, and all information furnished in accordance with its certificate writing by or on behalf of incorporationsuch Selling Stockholder for use in the Prospectus is, bylaws and applicable lawon the Closing Date will be, (ii) DTC true, correct, and complete, and does not, and on the Closing Date will be registered as not, contain any untrue statement of a “clearing corporation,” within material fact or omit to state any material fact necessary to make such information not misleading in the meaning of Section 8-102 light of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary circumstances under which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediarythey were made. (fh) Such Selling Stockholder has not takenreviewed the information contained in the Registration Statement and, based on such review and will not take, directly or indirectly, any action which is designed to or which constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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. (j) (i) None of such Selling Stockholder's knowledge of the industry, or any director or officer thereofthe Company and its business (but without further investigation), is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such such Selling Stockholder will notdoes not have knowledge that, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available and nothing has come to such proceeds Selling Stockholder's attention that would give such Selling Stockholder reason to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory believe that, at the time of such funding the Registration Statement became or facilitationbecomes, is as the subject of Sanctions; or (b) in case may be, effective and at all times subsequent thereto up to and on the Closing Date and on any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringOption Closing Date, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None the Registration Statement and the Prospectus, and any amendments or supplements thereto, contained or will contain any untrue statement of such Selling Stockholdera material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses the Prospectus, and any amendments or supplements thereto effective on or prior to the Closing Date or any Option Closing Date, contained or will contain any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds light of the offering in furtherance of an offercircumstances under which they were made, 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 lawsnot misleading. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally Stockholder severally, and not jointly, represents and warrants to to, and agrees with, each Underwriter of the Underwriters and the Company as of the date hereof and as of the Closing Date and each Additional Closing Date that: (a) None of Such Selling Stockholder has full right, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, the Registration StatementStatement and the Prospectus. This Agreement and the transactions contemplated by this Agreement, the Time of Sale Prospectus or Registration Statement and the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that have been duly and validly authorized by such representations Selling Stockholder. This Agreement has been duly and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon validly executed and in conformity with information relating to delivered by such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf and constitutes the legal, valid and binding obligation of such Selling Stockholder expressly for use Stockholder, enforceable in the Registration Statementaccordance with its terms, the Time except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and except as enforceability may be subject to general principles of Sale Prospectus, the Prospectus equity (regardless of whether such enforceability is considered in a proceeding in equity or any amendment or supplement thereto (the “Selling Stockholder Information”at law). (b) This Such Selling Stockholder has full right, power and authority to execute and deliver a Custody Agreement has and Power of Attorney substantially in the form of Exhibits B and C hereto (such Selling Stockholder's "Custody Agreement" and "Power of Attorney," respectively), to perform its obligations thereunder and to consummate the transactions contemplated by thereby. The Custody Agreement and Power of Attorney and the transactions contemplated by thereby have been duly authorized, and validly authorized by such Selling Stockholder. The Custody Agreement and Power of Attorney have each been duly and validly executed and delivered by or on behalf such Selling Stockholder and constitute the legal, valid and binding obligation of such Selling Stockholder, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Counterparts of such Selling Stockholder's Custody Agreement, duly signed by (i) _____________, as custodian (in such capacity, the "Custodian"), and (ii) such Selling Stockholder or ______________, as such Selling Stockholders' attorney-in-fact (in such capacity, the "Attorney-In-Fact"), have been delivered to the Company and the Representatives on or prior to the date of this Agreement. (c) The execution Such Selling Stockholder agrees that the Selling Stockholders' Shares and Additional Shares, if any, to be sold by such Selling Stockholder, whether or not on deposit with the Custodian and including any such Selling Stockholders' Shares and Additional Shares underlying stock options whether or not a notice or notices to exercise such stock options have been deposited with the Custodian, are subject to the interests of the Underwriters, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of such Selling Stockholder hereunder shall not be terminated, except as provided in this Agreement or in the Custody Agreement and Power of Attorney, by any act of such Selling Stockholder, by operation of law or by the occurrence of any other event. If such Selling Stockholder should die or become incapacitated, or if any other event should occur affecting the legal status or capacity of such Selling Stockholder before the delivery of the Selling Stockholders' Shares and the Additional Shares, if any, to be sold by a Selling Stockholder hereunder, the documents evidencing the Selling Stockholders' Shares and the Additional Shares, if any, to be sold by such Selling Stockholder then on deposit with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. (d) Such Selling Stockholder has, and on the Closing Date and any Additional Closing Date, will have, good and valid title to and is the lawful owner of the Selling Stockholders' Shares and Additional Shares, if any, to be sold by such Selling Stockholder hereunder (or, in the case of any such Selling Stockholders' Shares or Additional Shares underlying stock options, such stock options are, and on the Closing Date and Additional Closing Date, if applicable, will be, presently exercisable and such Selling Stockholder is the record and beneficial owner of such stock options and, upon the exercise of such stock options on the Closing Date and Additional Closing Date, if applicable, will be the record and beneficial owner of such underlying Selling Stockholders' Shares and Additional Shares, respectively). Upon sale and delivery of, and payment for, such Selling Stockholders' Shares and Additional Shares as provided herein, such Selling Stockholder will convey to the Underwriters good and marketable title to such Selling Stockholders' Shares and Additional Shares, free and clear of all Liens. Certificates for all of the Selling Stockholders' Shares and Additional Shares to be sold by such Selling Stockholder pursuant to this Agreement (except for those Selling Stockholders' Shares and Additional Shares to be issued pursuant to the exercise of stock options beneficially owned by the Selling Stockholder, as to which notices of exercise have been delivered to the Custodian), in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Selling Stockholders' Shares and Additional Shares to the Underwriters pursuant to this Agreement. (e) No Consent of, from or with any judicial, regulatory or other legal or governmental agency or body or any third party, foreign or domestic, is required for the execution, delivery and performance by the Selling Stockholder of this Agreement or its Custody Agreement and Power of Attorney, or consummation by the Selling Stockholders of the transactions contemplated herein or therein, except such as have been obtained under the Securities Act and compliance such as may be required under the state or foreign securities laws, the blue sky laws of any jurisdiction, the NASD or NASDR in connection with the purchase and distribution of such Selling Stockholder's Shares and such Selling Stockholder's Additional Shares by the Underwriters. (f) The execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling Stockholder with its obligations hereunder do and consummation of any of the other transactions contemplated herein and therein by the Selling Stockholder or the fulfillment of the terms hereof by the Selling Stockholder will not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with with, result in a breach or violation of, or constitute a breach ofdefault (or an event that with notice or lapse of time, or default both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such the Selling Stockholder pursuant to any contractlaw, indenturestatute, mortgage, deed rule or regulation or the terms of trust, loan or credit agreement, note, license, lease any indenture or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, or (B) if such Selling Stockholder is not a natural person, result in any violation of the provisions of the any charter or by-laws bylaws or certificate of formation, trust agreement, partnership agreement, articles of partnership or other organizational instrument documents, as applicable, of such the Selling Stockholder, if applicable, or (C) result in any violation or breach of any applicable treaty, law, statute, rule, regulation, judgment, order, writ decree statute, rule or decree regulation applicable to such Selling Stockholder of any governmentcourt or any public, government instrumentality governmental or courtregulatory agency or body, domestic administrative agency or foreign, arbitrator having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]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 the offering of the Shares and the Additional Shares, except for such rights as have been waived or which are described in the Prospectus (and which have been complied with). (h) No filing withSuch Selling Stockholder does not have, or consenthas waived prior to the date hereof, approvalany preemptive right, authorization, order, registration, qualification co-sale right or decree right of any arbitrator, court, governmental body, regulatory body, administrative agency first refusal or other authority, body similar right to purchase any of the Shares that are to be sold by the Company or agency, domestic or foreign, is necessary or required for the performance by each any other Selling Stockholder of its obligations hereunderto the Underwriters pursuant to this Agreement; and such Selling Stockholder does not own any warrants, options or similar rights to acquire, and does not have any right or arrangement to acquire, any capital stock, right, warrants, options or other securities from the Company, other than those described in the Registration Statement and the Prospectus. (i) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between such Selling Stockholder and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder's fee or other like payment in connection with this offering or, to such Selling Stockholder's knowledge, any other arrangements, agreements, understandings, payments or issuance with respect to the sale Company or any of its officers, directors, stockholders, partners, employees, Subsidiaries or affiliates that may affect the Underwriters' compensation as determined by the NASD. (j) At the time of the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement, when the Prospectus is first filed with the Commission pursuant to Rule 424, when any supplement to or amendment of the Prospectus is filed with the Commission and delivery at the Closing Date and the Additional Closing Date, if any, the Registration Statement and the Prospectus and any amendments thereof and supplements thereto complied or will comply in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact and did not and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein (x) in the case of the Registration Statement, not misleading and (y) in the case of the Prospectus or any related Preliminary Prospectus in light of the circumstances under which they were made, not misleading, provided that the representations and warranties of the Non-Management Selling Stockholders set forth in this Section 2(j) are limited solely to statements or omissions made in reliance upon information relating to such Non-Management Selling Stockholder furnished to the Company by such Non-Management Selling Stockholder (the "Non-Management Selling Stockholder Information") for use in the Registration Statement, the Preliminary Prospectus and any amendments thereof or supplements thereto. When any related Preliminary Prospectus was first filed with the Commission (whether filed as part of the registration statement for the registration of the Shares hereunder or any amendment thereto or pursuant to Rule 424(a) under the consummation Securities Act) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules Rules and regulations Regulations and did not contain an untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Commission thereundercircumstances under which they were made, the rules of the New York Stock Exchangenot misleading, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person provided that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iiiof the Non-Management Selling Stockholders set forth in this Section 2(j) are limited solely to statements or omissions made in reliance upon the Non-Management Selling Stockholder will not useInformation for use in the Preliminary Prospectus and any amendments thereof or supplements thereto. No representation and warranty is made in this subsection, directly or indirectlyhowever, 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. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.any

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly, represents and warrants to and agrees with each Underwriter of the Underwriters that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The execution and delivery of this Agreement by such Selling Stockholder of, and the sale performance by such Selling Stockholder of its obligations under, this Agreement, and delivery in case of such Selling Shareholders, other than Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC and LGP Associates VI-B LLC (“LGP Selling Stockholders”), the Custody Agreement signed by each Selling Stockholder, other than LGP Selling Stockholders and American Stock Transfer & Trust Company, LLC, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the consummation Power of Attorney appointing certain individuals as each Selling Stockholder’s attorneys-in-fact, other than LPG Selling Stockholders, to the extent set forth therein, relating to the transactions contemplated herein hereby and compliance by such Selling Stockholder with its obligations hereunder do the Registration Statement (the “Power of Attorney”) will not and will not, whether with or without the giving contravene (i) any provision of notice or passage of time or both, (A) conflict with or constitute a breach ofapplicable law, or default under, (ii) the certificate of incorporation or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets by-laws of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which (if such Selling Stockholder is a party corporation), or by which (iii) any agreement or other instrument binding upon such Selling Stockholder may be boundor (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except in the case of clauses (i), (iii) or (iv) as would not, individually or in the aggregate, have a material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated by this Agreement, and as for the Selling Stockholders other than LGP Selling Stockholder, the Custody Agreement and the Power of Attorney, and no consent, approval, authorization or order of, or to which qualification with, any of governmental body, agency or court is required for the property or assets of performance by such Selling Stockholder is subject, (B) result in any violation of its obligations under this Agreement or the provisions Custody Agreement or Power of the charter or by-laws or other organizational instrument Attorney of such Selling Stockholder, if applicableexcept such as have been obtained and made under the Securities Act, such as may be required by the Exchange Act or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ the rules and regulations thereunder or decree of any government, government instrumentality may be required by the securities or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity Blue Sky laws of the Shares to be sold by such Selling Stockholder various states or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreementnon US jurisdictions in connection with the offer and sale of the Shares. (dc) Such Selling Stockholder has, and has or on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, and as for Selling Stockholders other than LGP Selling Stockholders, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (d) In the case of Selling Stockholders other than LGP Selling Stockholders, the Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and are valid and binding agreements of such Selling Stockholder, enforceable against such Selling Stockholder, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principle. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any “adverse claim,” claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code then in effect in (the State of New York (“UCC”), ) to such Shares), (iA) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Shares and (iiC) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (ix) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (iiy) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, UCC and (iiiz) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed delivered to or which constituted or would be expected to cause or result the Representatives an executed lock-up agreement in stabilization or manipulation of substantially the price of any security of form attached hereto as Exhibit A (the Company to facilitate the sale or resale of the Shares“Lock-up Agreement”). (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement. (i) an employee benefit plan The Registration Statement, when it became effective, did not contain and, as defined amended or supplemented, if applicable, will not contain , as of the date of such amendment or supplement, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in and subject to ERISAthe light of the circumstances under which they were made, not misleading, (ii) a plan or account subject to Section 4975 the Time of Sale Prospectus does not, and at the time of each sale of the CodeShares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain, as of the date of such amendment or supplement, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) an entity deemed each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to hold “plan assets” state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, will not contain, as of the date of any amendment or supplement, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph are limited in all respects to statements or omissions made in reliance upon information relating to such plan Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement, any roadshow, any Time of Sale Prospectus, the Prospectus or account any amendments or supplements thereto, it being understood and agreed that the only information furnished by such Selling Stockholder consists of the name of such Selling Stockholder, the number of offered shares and the address and other information with respect to such Selling Stockholder (excluding percentages) which appear in the Registration Statement or any Prospectus in the table (and corresponding footnotes) under Section 3(42) of ERISAthe caption “Principal and Selling Stockholders” (with respect to each Selling Stockholder, 29 C.F.R. 2510.3-101, or otherwisethe “Selling Stockholder Information”). (ji) (i) None of such Selling Stockholder or any of its subsidiaries, or, to the knowledge of such Selling Stockholder, any director, officer, employee, agent, representative, or any director or officer affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (aA) the subject of any Sanctions, or (bB) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (aA) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, except to the extent permitted for a Person required to comply with Sanctions; or (bB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (ia) None of such Selling Stockholder, Stockholder or any director or officer thereofof its subsidiaries, or, to the knowledge of such Selling Stockholder, any employee thereofdirector, officer, employee, agent, representative, or affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government OfficialOfficial in order to influence official action, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (iib) such Selling Stockholder has and each of its subsidiaries have conducted its their businesses in compliance with applicable anti-bribery and anti-corruption laws and has have instituted and maintains 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 (iiic) neither the Selling Stockholder nor any of its subsidiaries will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (lv) The operations of such Selling Stockholder is presently and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Stockholder, threatened. (mj) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Such Selling Stockholder represents and warrants that any final judgment for it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a fixed plan or determined sum account subject to Section 4975 of money rendered by any U.S. federal the Code or New York state court located in the State of New York having jurisdiction under its own laws in respect (iii) an entity deemed to hold “plan assets” of any suitsuch plan or account under Section 3(42) of ERISA, action 29 C.F.R. 2510.3-101, or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the meritsotherwise. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointlyjointly with the other Selling Stockholders, represents and warrants to and agrees with each Underwriter of the Underwriters on the date hereof, on the Closing Date and on each Option Closing Date, if any, that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The Neither the execution and delivery by such Selling Stockholder of, nor the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and American Stock Transfer and Trust Company, as Custodian, relating to the sale and delivery deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the consummation Power of Attorney appointing certain individuals as such Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated herein hereby and compliance by such Selling Stockholder with its obligations hereunder do not and the Registration Statement (the “Power of Attorney”) will notconflict with, whether with or without the giving of notice or passage of time or bothcontravene, (A) conflict with or constitute result in a breach or violation of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to to, or constitute a default under (i) any contractstatute, indenturelaw, mortgagerule, deed regulation, judgment, order or decree of trustany governmental body, loan regulatory or credit agreement, note, license, lease administrative agency or other agreement or instrument to which court having jurisdiction over such Selling Stockholder is a party Stockholder; (ii) the certificate of incorporation or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, bylaws (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument documents) of such Selling Stockholder, if applicable, or (Ciii) result in any violation of any applicable treatycontract, lawagreement, statuteobligation, rule, regulation, judgment, order, writ covenant or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over instrument to which such Selling Stockholder (or any of its propertiesassets) is subject or bound, except, in the case of this clause (A) and (Ciii), (x) for such breaches and conflicts, breaches, violations or defaults that would not, singly or in the aggregate, not reasonably be expected to result impair in a Material Adverse Change any material respect the consummation of such Selling Stockholder’s obligations under this Agreement, the Custody Agreement or the Power of Attorney; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as may (i) be required by the securities or blue sky laws of the various jurisdictions in connection with the offer and sale of the Shares, (ii) not be reasonably expected to impair in any material respect the consummation of the Selling Stockholder’s obligations hereunder and (yiii) as would nothave previously been made or obtained. (c) Such Selling Stockholder is now and, singly or in on the aggregateClosing Date, affect will be the validity lawful owner of the number of Shares to be sold by such Selling Stockholder or reasonably be expected pursuant to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder , and has, and on the Closing Date will have valid marketable title to, or a valid “security entitlement” (within the applicable Option Closing Date meaning of Section 408.102 of the Wisconsin Uniform Commercial Code (as defined belowthe “UCC”)) in respect of, as the case may be, will have, valid title to the number of Shares to be sold by such Selling Stockholder under this Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement or a valid security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any “adverse claim,” (within the meaning of Section 8-105 408.102 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), ) to such Shares), (i) DTC shall be a “protected purchaser” of such Shares (within the meaning of Section 408.303(1) of the UCC), (ii) under Section 8-501 408.501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Shares Shares, and (iiiii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” (within the meaning of Section 8-102 408.102 of the UCC, ) to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (ix) such Shares shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (iiy) DTC will be registered as a “clearing corporation,” (within the meaning of Section 8-102 408.102 of the UCC), and (iiiz) appropriate entries to the accounts of each of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has not, prior to the execution of this Agreement, offered or sold any Shares by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the then most recent Preliminary Prospectus. (g) If such Selling Stockholder is a beneficial owner of 5% or more of the outstanding Common Stock or of any unregistered equity securities of the Company that were acquired at any time on or after the 180th day immediately preceding the date the Registration Statement was initially filed with the Commission, such Selling Stockholder does not taken, and will not takehave any association or affiliation with a member of FINRA. (h) Such Selling Stockholder has not, directly or indirectly, taken any action which is designed to designed, or which constituted will constitute, or would has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is familiar with the Registration Statement, the Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not (i) an employee benefit plan as defined disclosed in and subject to ERISA, (ii) a plan the Time of Sale Prospectus or account subject to Section 4975 of the CodeProspectus that has had, or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISAmay have, 29 C.F.R. 2510.3-101, or otherwise. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) material adverse effect. Such Selling Stockholder is not now and for prompted by any information concerning the past five years has not knowingly engaged in any dealings Company or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder subsidiaries which is not a natural person, such Selling Stockholder is subject set forth in the Time of Sale Prospectus to civil and commercial law with respect sell its Shares pursuant to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally Stockholder, solely with respect to itself and not jointlyas to any other Selling Stockholder, represents and warrants to and agrees with each Underwriter of the Underwriters that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The execution and delivery of this Agreement by such Selling Stockholder of, and the sale performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and delivery Mellon Investor Services LLC, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the consummation Power of Attorney appointing certain individuals as such Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated herein hereby and by the Registration Statement (the “Power of Attorney”) will not violate any provision of (i) applicable law (provided no representation is made with respect to compliance with federal, state or other applicable securities or antifraud laws (collectively, “Securities Laws”)), (ii) the certificate of incorporation, bylaws or similar governing documents of such Selling Stockholder (if such Selling Stockholder is a corporation, limited liability company, partnership or other similar entity), (iii) any agreement or other instrument binding upon such Selling Stockholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder except in the case of clause (iii) as would not, individually or in the aggregate, have a material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated by this Agreement, the Custody Agreement and the Power of Attorney, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder with of its obligations hereunder do not under this Agreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as may be required under the Securities Laws in connection with the offer and will sale of the Shares, except for such consents, approvals, authorizations, orders, or qualifications as would not, whether with individually or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition aggregate, have a material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated by this Agreement, the Custody Agreement and the Power of Attorney. (c) To the extent such Selling Stockholder is not a natural person, such Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization. (d) With respect to any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of that are outstanding on the date hereof, such Selling Stockholder pursuant has, and with respect to such Shares and any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the additional Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact upon the exercise of options, on each Closing Date, such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date has or the applicable Option Closing Date (as defined below), as the case may bewill have fully paid for such Shares, will have, valid title to to, or a valid “security entitlement” within the Shares to be sold by meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, such Selling Stockholder Shares, free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the such Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (f) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any “adverse claim,” claim (within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), ) to such Shares), (iA) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Shares and (iiC) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (ix) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (iiy) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, UCC and (iiiz) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (g) Such Selling Stockholder is not prompted to sell its Shares pursuant to this Agreement by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ivii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” Closing Date (as defined in Section 8-102(a)(9) 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the UCCcircumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in a clearing corporation pursuant to Section 8-111 the light of the UCCcircumstances under which they were made, not misleading and (iv) the rules of such clearing corporation may affect the rights of DTC Prospectus, as amended or such securities intermediaries and the ownership interest supplemented, if applicable, will not, as of the Underwritersdate hereof or as of the Closing Date, (v) claims contain any untrue statement of creditors a material fact or omit to state a material fact necessary to make the statements therein, in the light of DTC or any other securities intermediary or clearing corporation may be given priority to the extent circumstances under which they were made, not misleading, provided, that the representations and warranties set forth in Section 8-511(b) this paragraph are limited to statements and 8-511(c) omissions of material facts 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 Prospectus, any broadly available road show, the Prospectus or any amendments or supplements thereto, taking into account any written updates to such information provided by such Selling Stockholder prior to the date of the UCC Time of Sale Prospectus, it being understood and (vi) if at any time DTC or agreed that the only information furnished by such Selling Stockholder consists of the name of such Selling Stockholder, the number of offered Shares and the address and other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders information with respect thereto then all holders will share pro rata to such Selling Stockholder (excluding percentages) that appear in the Shares then held by DTC or such securities intermediarytable (and corresponding footnotes) under the caption “Principal and Selling Stockholders” in the Prospectus. (fi) Except as disclosed in the Time of Sale Prospectus, there are no contracts, agreements or understandings between such Selling Stockholder and any person that would give rise to a valid claim against such Selling Stockholder or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the offer and sale of the Shares. (j) Such Selling Stockholder has not taken, distributed and will not take, directly distribute any prospectus or indirectly, any action which is designed to or which constituted or would be expected to cause or result other offering material in stabilization or manipulation of connection with the price of any security of the Company to facilitate the offer and sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (ik) Such Selling Stockholder has executed a “lock-up” agreement, substantially in the form of Exhibit A hereto, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, that is not (i) an employee benefit plan in full force and effect as defined in and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident date hereof and shall be in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea full force and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds effect as of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise)Closing Date. (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, Stockholder represents and warrants to each Underwriter you that: (a) None of Such Selling Stockholder now has, and on the Registration StatementClosing Date will have, valid and marketable title to the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit Shares 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 such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to be sold by such Selling Stockholder as required by Item 7 Stockholder, free and clear of Form S-3 furnished in writing by any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”)transfer. (b) Such Selling Stockholder now has, and on the Closing Date will have, full legal right, power and authority, and any approval required by law, to sell, assign transfer and deliver such Shares in the manner provided in this Agreement, and upon delivery of and payment for such Shares hereunder, the purchaser thereof will acquire valid and marketable title to such Shares free and clear of any lien, claim, security interest, or other encumbrance. (c) This Agreement has and the Custody Agreement have been duly authorized, executed and delivered by or on behalf of such Selling StockholderStockholder and are the valid and binding agreements of such Selling Stockholder enforceable against such Selling Stockholder in accordance with their terms. (cd) The Neither the execution and delivery of this Agreement and or the sale and delivery Custody Agreement by or on behalf of the Shares to be sold by such Selling Stockholder and nor the consummation of the transactions herein or therein contemplated herein and compliance by or on behalf of such Selling Stockholder with its obligations hereunder do not requires any consent, approval, authorization or order of, or filing or registration with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required under the Securities Act and the Exchange Act or such as may be required under state securities or Blue Sky laws governing the purchase and distribution of the Shares) or conflicts or will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitutes or will constitute a breach of, or default under, or result in the creation violates or imposition of will violate, any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease indenture or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is or may be bound, bound or to which any of the such Selling Stockholder's property or assets is subject, or any statute, law, rule, regulation, ruling, judgment, injunction, order or decree applicable to such Selling Stockholder or to any property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment The Registration Statement and the Prospectus, insofar as they relate to such Selling Stockholder, do not and will not contain an untrue statement of the purchase price for the Shares a material fact or omit to state any material fact required to be sold by such Selling Stockholder pursuant stated therein or necessary to this Agreement, delivery of such Shares, as directed by make the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does statements therein not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediarymisleading. (f) Such Selling Stockholder does not have any knowledge or any reason to believe that the Registration Statement or the Prospectus (or any amendment or supplement thereto) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (g) The representations and warranties of such Selling Stockholder in the Custody Agreement are, and on the Closing Date will be, true and correct. (h) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company Common Stock to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required except for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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. 2510.3lock-101, or otherwise. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and up arrangements described in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, represents and warrants to and agrees with each Underwriter of the Underwriters that: (a) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (cb) The execution and delivery of this Agreement by such Selling Stockholder of, and the sale performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and delivery ____________, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the "CUSTODY AGREEMENT") and the consummation Power of Attorney appointing certain individuals as such Selling Stockholder's attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated herein hereby and compliance by the Registration Statement (the "POWER OF ATTORNEY") will not contravene any provision of applicable law, or the certificate of incorporation or bylaws of such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute if such Selling Stockholder is a breach ofcorporation), or default underthe equivalent organization and governance instruments of such Selling Stockholder (if such Selling Stockholder is other than a natural person or corporation), or result in the creation any agreement or imposition of any lien, charge or encumbrance other instrument binding upon the Shares and material to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ order or decree of any governmentgovernmental body, government instrumentality agency or court, domestic or foreign, court having jurisdiction over such Selling Stockholder Stockholder, and no consent, approval, authorization or order of, or qualification with, any of its properties, except, in governmental body or agency is required for the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold performance by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform of its obligations under this AgreementAgreement or the Custody Agreement or Power of Attorney of such Selling Stockholder. (dc) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Custody Agreement and Power of Attorney of such Selling Stockholder, and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder. 9 (d) The Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Sharespursuant to this Agreement have been duly authorized and are validly issued, fully paid and non-assessable. (e) Upon payment Such Selling Stockholder's Custody Agreement and Power of the purchase price for Attorney have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder. (f) Delivery of the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters Agreement will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, pass title to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) free and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would be expected to cause or result in stabilization or manipulation of the price clear of any security of the Company to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing withinterests, or consentclaims, approvalliens, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or equities and other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRAencumbrances. (i) Such Selling Stockholder is The registration statement, when it became effective, did not (i) an employee benefit plan contain and, as defined in amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and subject to ERISA, (ii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a plan material fact or account subject omit to Section 4975 state a material fact necessary to make the statements therein, in the light of the Codecircumstances under which they were made, 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person not misleading; except that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iiiset forth in this Section 2(g) apply only to statements or omissions in the Selling Stockholder will not use, directly Registration Statement or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise Prospectus based upon information relating 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. (l) The operations of such Selling Stockholder is presently furnished to the Company in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding writing by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatenedexpressly for use therein. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the The Selling Stockholders severally Stockholders, jointly and not jointlyseverally, represents hereby represent and warrants warrant to each Underwriter thatPurchaser as follows: (a) None of the Registration StatementEach Selling Stockholder is duly organized, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon validly existing and in conformity with information relating good standing under the Laws of Spain and has all requisite corporate power and authority to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder as required by Item 7 of Form S-3 furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”)Stockholder. (b) This Agreement has been duly authorized, executed and delivered by or on behalf each Selling Stockholder and constitutes a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, including under the Approval Order which constitutes the Bankruptcy Court approval of the entry by the Selling Stockholders into an agreement of the type of this Agreement and the consummation of the transactions contemplated hereby. (c) As of the date hereof: (i) the Approval Order has been validly issued and remains in full force and effect; (ii) no actions or steps have been taken by the Selling Stockholders or by any third party that may affect the validity and enforceability of the Approval Order or of this Agreement and the transactions contemplated herein; and (iii) the execution and delivery of this Agreement by the Selling Stockholders and the consummation of the transactions herein contemplated in the terms and conditions provided for herein is duly authorized pursuant to the Approval Order. The performance of this Agreement and the consummation of the transactions contemplated herein will not be adversely affected by any appeal of the Approval Order. (d) The execution and delivery of this Agreement by each Selling Stockholder and the sale and delivery performance by it of the Shares to be sold by such Selling Stockholder terms hereof and the consummation of the transactions herein contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will notnot result in a breach or violation of any of the terms and provisions of, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a default (or event that with the giving or notice or lapse of time would become a breach of, or default default) under, or result in (i) any of the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets organizational documents of such Selling Stockholder pursuant to Stockholder, (ii) any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other material agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be is bound, or (iii) any Law applicable to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of the foregoing clauses (Aii) and (Ciii), (x) for where any such breaches and violations that breach or violation would not, singly individually or in the aggregate, reasonably prevent or materially delay such Selling Stockholder's ability to meet or perform its obligations under this Agreement. No consent, approval, authorization or order of, or notice to or filing with, any court or Governmental Authority or any other Person, is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the sale of the Securities being sold by each Selling Stockholder, except such as may be expected to result in a Material Adverse Change and (y) as would notrequired under the Securities Act, singly state securities Laws, blue sky Laws or in connection with the aggregate, affect Rights Offering. (e) Afinsa is the validity sole record and beneficial owner of the Shares Afinsa Securities to be sold hereunder, free and clear of all Liens. Auctentia is the sole record and beneficial owner of the Auctentia Securities and the Spectrum PMI Securities to be sold hereunder, free and clear of all Liens. Upon delivery of the Purchase Price as herein provided, at the Closing, Purchaser will acquire good and valid title to all of the Securities, free and clear of any Lien (other than Liens created by Purchaser). The Securities to be sold by such Selling Stockholder represent all shares of Common Stock or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below)Spectrum PMI Securities, as the case may be, will have, valid title to owned by such Selling Stockholder. (f) Upon Purchaser's acquiring possession of the Shares Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this AgreementPurchase Price, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters Purchaser (assuming that neither DTC nor the Underwriters has Purchaser does not have notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), Securities) will acquire all of such Selling Stockholder's rights and interest in such Securities free of any adverse claim (i) under within the meaning of Section 8-501 102(a)(1) of the UCC). Such Selling Stockholder is selling the Securities to be sold by such Selling Stockholder for such Selling Stockholder's own account and is not selling such Securities, directly or indirectly, for the Underwriters will acquire a valid “security entitlement” in respect benefit of such Shares any other Person. Other than this Agreement, no Selling Stockholder (nor any of its affiliates) is party to or bound by any contracts, agreements, understandings or arrangements with any Person (including, any stockholder or voting agreements) relating to any of the Securities and (ii) there are no action (whether framed in conversionagreements, replevin, constructive trust, equitable lien, rights or other theory) based on facts or circumstances relating to the Securities that may give rise to any “adverse claim,” within the meaning of Section 8-102 105 of the UCC, to such Shares may be asserted against the Underwriters UCC with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 any of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the SharesSecurities. (g) [Reserved]No broker, finder, investment banker or any other intermediary is entitled to receive from such Selling Stockholder any brokerage or finder's fee or any other fee or commission in connection with the transactions contemplated by this Agreement based upon agreements or arrangements made by or on behalf of such Selling Stockholder. (h) No filing withThe trustees of Afinsa have disclosed to current senior management of Purchaser all material information known to them regarding the tax and criminal proceedings in Spain involving Afinsa, CDC and the former officers and directors of Purchaser that could reasonably be expected to adversely affect Purchaser's business, results of operations, financial condition or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder price of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRACommon Stock. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to ERISA, (ii) a plan or account subject to Section 4975 has knowledge of the Codebusiness and affairs of Purchaser, or (iii) including by reason their representation on the board of directors of Purchaser, and is sophisticated and experienced in making, and is qualified to make, decisions with respect to investments and shares representing an entity deemed investment decision like that involved herein, and has had the opportunity to hold “plan assets” of any such plan or account under Section 3(42) of ERISArequest, 29 C.F.R. 2510.3-101receive, or otherwisereview and consider all information it deems relevant in making an informed decision to sell the Securities. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and Except for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; in this Agreement and (iii) the certificate delivered pursuant to Section 4.2, neither Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to nor any person in violation of any applicable anti-corruption laws. (l) The operations other Person on behalf of such Selling Stockholder is presently makes nor has made any other representation or warranty, express or implied, at law or in material compliance with all applicable Anti-Money Laundering Lawsequity, and no actionin respect of the Securities, suit or proceeding by or before any court or governmental agency, authority or body the financial condition of Purchaser or any arbitrator involving such Selling Stockholder information provided to Purchaser with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of ManSecurities, and will be honored by the courts of the Isle of Man; and (B) any such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action representation or proceeding brought in such courtwarranty is hereby expressly disclaimed.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders Stockholder severally and not jointly, represents and warrants (except with respect to 7(b), 7(c) and 7(e) below, which shall not be made by the ESOP) to each Underwriter that: (a) None Such Selling Stockholder is the lawful owner of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit Shares 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 such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to be sold by such Selling Stockholder as pursuant to this Agreement and has, and on the Closing Date will have, good and clear title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever. (b) Such Selling Stockholder has, and on the Closing Date will have, full legal right, power and authority, and all authorization and approval required by Item 7 law, to enter into this Agreement, the Custody Agreement signed by such Selling Stockholder and _______________________, as Custodian, relating to the deposit of Form S-3 furnished in writing the Shares to be sold by or on behalf such Selling Stockholder (the "Custody Agreement") and the Power of Attorney of such Selling Stockholder expressly for use appointing certain individuals as such Selling Stockholder's attorneys-in-fact (the "Attorneys") to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement and the Custody Agreement (the "Power of Attorney") and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”)manner provided herein and therein. (bc) The Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding instrument of such Selling Stockholder, enforceable in accordance with its terms, and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (d) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (ce) The execution Custody Agreement of such Selling Stockholder has been duly authorized, executed and delivery of this Agreement and the sale and delivery of the Shares to be sold delivered by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument valid and binding agreement of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry enforceable in accordance with its certificate of incorporationterms, bylaws except as rights to indemnity and contribution hereunder may be limited by applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to to, or which constituted or would might reasonably be expected to to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares pursuant to the distribution contemplated by this Agreement, and other than as permitted by the Act, the Selling Stockholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares. (g) [Reserved]Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, good and clear title to such Shares will pass to the Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement and, to the extent applicable, the Custody Agreement and Power of Attorney of such Selling Stockholder by it constitutes private or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and commercial acts rather than public thereof and the consummation of the transactions contemplated hereby and thereby will not (i) require any consent, approval, authorization or other order of, or qualification with, any court or governmental acts. It does not have immunity body or agency (sovereign except such as may be required under the Act or otherwisesecurities or Blue Sky laws of the various states), (ii) from set-offconflict with or constitute a breach of any of the terms or provisions of, or a default under, the jurisdiction organizational documents of such Selling Stockholder, if such Selling Stockholder is not an individual, or any indenture, loan agreement, mortgage, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound or (iii) violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any legal process in governmental body or agency having jurisdiction over such Selling Stockholder or any court (whether through service property of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise)such Selling Stockholder. (ni) Each The information in the Registration Statement under the captions "Principal Stockholders" and "Selling Stockholders" which specifically relates to such Selling Stockholder does not, and will not on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the Selling Stockholders organized in a jurisdiction outside of the United States (eachcircumstances under which they were made, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectusnot misleading. (oj) Each Non-U.S. Selling Stockholder represents that At any final judgment for a fixed or determined sum of money rendered by time during the period described in paragraph 5(d) hereof, if there is any U.S. federal or New York state court located change in the State of New York having jurisdiction under its own laws information referred to in respect of any suitparagraph 7(j) above, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts Stockholders will immediately notify you of the Isle of Man, without reconsideration or reexamination of the meritssuch change. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, Stockholder represents and warrants to each Underwriter that: (a) None of Such Selling Stockholder now has, and on the Registration StatementClosing Date and any Option Closing Date will have, valid and marketable title to the Time of Sale Prospectus or the Prospectus or any amendments or supplements thereto included or will include any untrue statement of a material fact or omitted or will omit Shares 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 such representations and warranties set forth in this Section 2(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to be sold by such Selling Stockholder as required by Item 7 Stockholder, free and clear of Form S-3 furnished in writing by any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (the “Selling Stockholder Information”)transfer. (b) Such Selling Stockholder now has, and on the Closing Date and any Option Closing Date will have, full legal right, power and authorization, and any approval required by law, to sell, assign transfer and deliver such Shares in the manner provided in this Agreement, and upon delivery of and payment for such Shares hereunder, the several Underwriters will acquire valid and marketable title to such Shares free and clear of any lien, claim, security interest, or other encumbrance. (c) This Agreement has and the Custody Agreement have been duly authorized, executed and delivered by or on behalf of such Selling StockholderStockholder and are the valid and binding agreements of such Selling Stockholder enforceable against such Selling Stockholder in accordance with their terms. (cd) The Neither the execution and delivery of this Agreement and or the sale and delivery Custody Agreement by or on behalf of the Shares to be sold by such Selling Stockholder and nor the consummation of the transactions herein or therein contemplated herein and compliance by or on behalf of such Selling Stockholder with its obligations hereunder do not requires any consent, approval, authorization or order of, or filing or registration with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required under the Act and the Exchange Act or such as may be required under state securities or Blue Sky laws governing the purchase and distribution of the Shares) or conflicts or will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitutes or will constitute a breach of, or default under, or result in the creation violates or imposition of will violate, any lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease indenture or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is or may be bound, bound or to which any of the such Selling Stockholder's property or assets is subject, or any statute, law, rule, regulation, ruling, judgment, injunction, order or decree applicable to such Selling Stockholder or to any property or assets of such Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except, in the case of (A) and (C), (x) for such breaches and violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change and (y) as would not, singly or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement. (d) Such Selling Stockholder has, and on the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, will have, valid title to the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a valid security entitlement in respect of such Shares. (e) Upon payment The Registration Statement and the Prospectus, insofar as they relate to such Selling Stockholder, do not and will not contain an untrue statement of the purchase price for the Shares a material fact or omit to state any material fact required to be sold by such Selling Stockholder pursuant stated therein or necessary to this Agreement, delivery of such Shares, as directed by make the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (iii) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (vi) if at any time DTC or other securities intermediary does statements therein not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediarymisleading. (f) Such Selling Stockholder does not have any knowledge or any reason to believe that the Registration Statement or the Prospectus (or any amendment or supplement thereto) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (g) The representations and warranties of such Selling Stockholder in the Custody Agreement are, and on the Closing Date and any Option Closing Date will be, true and correct. (h) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company Common Stock to facilitate the sale or resale of the Shares. (g) [Reserved]. (h) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required except for the performance by each Selling Stockholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the applicable rules and regulations of the Commission thereunder, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (i) Such Selling Stockholder is not (i) an employee benefit plan as defined in and subject to 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. 2510.3lock-101, or otherwise. (j) (i) None of such Selling Stockholder, or any director or officer thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Stockholder is not now and for the past five years has not knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Stockholder, or any director or officer thereof, or, to the knowledge of such Selling Stockholder, any employee thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official, or to any person in violation of any applicable anti-bribery and anti-corruption laws; (ii) such Selling Stockholder has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted and maintains policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Selling Stockholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (l) The operations of such Selling Stockholder is presently in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (m) If such Selling Stockholder is not a natural person, such Selling Stockholder is subject to civil and commercial law with respect to its obligations under this Agreement and the execution, delivery and performance of this Agreement by it constitutes private and commercial acts rather than public or governmental acts. It does not have immunity (sovereign or otherwise) from set-off, the jurisdiction of any court or any legal process in any court (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (n) Each of the Selling Stockholders organized in a jurisdiction outside of the United States (each, a “Non-U.S. Selling Stockholder”) represents that no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in such Selling Stockholder’s jurisdiction of organization or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the sale and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and up arrangements described in the Prospectus. (o) Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Stockholder based upon this Agreement would be declared enforceable against the Company by the courts of the Isle of Man, without reconsideration or reexamination of the merits. (p) Each Non-U.S. Selling Stockholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Isle of Man, and will be honored by the courts of the Isle of Man; and (B) such Selling Stockholder has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.