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

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a 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, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a “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 and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the 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 Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Representations and Warranties of the Selling Stockholders. (a) Each Selling Stockholder, Stockholder severally and not jointly, represents and warrants to to, and agrees with each the Underwriter, as of the Underwriters date hereof and as of the Closing Date, that: (ai) This Agreement has been duly authorizedAll consents, executed approvals, authorizations and delivered by or on behalf of such Selling Stockholder. (b) The orders necessary for the execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a 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, except such as may be required by and for the securities or Blue Sky laws sale and delivery of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a “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 hereunder, have been obtained; and clear of all security interestssuch Selling Stockholder has full right, claims, liens, equities or other encumbrances power and the legal right and power, and all authorization and approval required by law, authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares.hereunder; (dii) Upon payment by the Underwriters for The sale of the Shares to be sold by such Selling Stockholder pursuant hereunder, the compliance by such Selling Stockholder with all of the provisions of this Agreement and the performance by such Selling Stockholder of its obligations under this Agreement (a) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to this Agreement, delivery which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such SharesSelling Stockholder is subject, as directed by nor (b) will such action result in any violation of the Underwriters, to Cede & Co. (“Cede”) provisions of the Certificate of Incorporation or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration By laws of such Shares in Selling Stockholder if such Selling Stockholder is a corporation, the name of Cede or such other nominee on the Company’s share registry and the crediting Limited Liability Company Agreement of such Shares on Selling Stockholder if such Selling Stockholder is a limited liability company or the books Partnership Agreement of DTC to securities accounts of the Underwriters maintained at DTC (assuming that neither DTC nor such Selling Stockholder if such Selling Stockholder is a partnership or any such Underwriter has notice statute or any order, rule or regulation of any adverse claim court or governmental agency or body having jurisdiction over such Selling Stockholder or the property of such Selling Stockholder; (within iii) Such Selling Stockholder has, and immediately prior to the meaning Closing Date such Selling Stockholder will have, good and valid title to the Shares to be sold by such Selling Stockholder hereunder, free and clear of Section 8-105 of the UCC) to such Shares)all liens, (A) under Section 8-501 of the UCCencumbrances, the Underwriters will acquire a security entitlement in respect equities or claims, and upon purchase of such Shares and (B) no action based on any “adverse claim”payment therefor pursuant hereto, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter will acquire a good and valid security entitlement with respect to such security entitlement; for purposes Shares free and clear of this representationany liens, such encumbrances, equities or claims; (iv) Such Selling Stockholder may assume that when such paymenthas not taken and will not take, delivery and crediting occurdirectly or indirectly, (x) such Shares will have been registered any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the name of Cede stabilization or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 manipulation of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts price of any security of the several Underwriters maintained at DTC will have been made on records of DTC pursuant Company to Section 8-501 facilitate the sale or resale of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC.Shares; (ev) In respect of To the extent that any statements in or omissions from made in the Registration Statement, the Time of Sale Prospectus, any Free Writing Prospectus or the Prospectus any amendment or supplement thereto are made in reliance upon and in conformity with written information relating to the Selling Stockholder furnished to the Company by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereoftherein, such Selling Stockholder hereby makes information did and will, conform in all material respects to the same representations requirements of the Act and warranties with respect the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to such information as state any material fact required to be stated therein or necessary to make the Company makes under paragraph 1(b) hereofstatements therein not misleading, it being understood and agreed that such information consists only of its name such Selling Stockholder’s name, address and any information relating to its holdings number of Common Stock (including for the avoidance of doubt that information Shares beneficially owned and offered as set forth in the footnotes to the beneficial ownership table in under “Selling Stockholders”) as set forth ” in the Registration StatementStatement and the Prospectus; (vi) In order to document the Underwriter’s 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 Time of Sale Prospectus Delivery a properly completed and executed United States Treasury Department Form W-9 (if such Selling Stockholder is a United States person, as defined under Section 7701(a)(30) of the Prospectus.Internal Revenue Code of 1986, as amended) or Form W-8 (if such Selling Stockholder is not a United States person, as defined under Section 7701(a)(30) under the Internal Revenue Code of 1986, as amended) (or other applicable form or statement specified by Treasury Department regulations in lieu thereof);

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, Stockholder severally and not jointly, jointly represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws incorporation, bylaws, certificate of limited partnership, limited partnership agreement or other similar organizational documents agreement of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)Stockholder, (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, except in the case of clauses (i), (iii) and (iv) above), where for any such contravention that would not, singly or not reasonably be expected to impair in any material respect the aggregate, have a material adverse effect on consummation of 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, 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 Shareshereunder. (c) Such Selling Stockholder has, and on On the Closing Date (as defined in Section 5) such Selling Stockholder will have, have valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (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 and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the Underwriters for Delivery of 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry free 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 clear of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCCNew York Uniform Commercial Code, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes Underwriter without notice of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “an adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect Such Selling Stockholder is not prompted to sell Shares pursuant to this Agreement by any material non-public information concerning the Company or its subsidiaries that is not set forth in the Time of any statements in or omissions from the 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, (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 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(f) are limited to statements and omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus or any amendments or supplements thereto. (g) Except for the free writing prospectuses, if any, identified in Schedule II hereto, and electronic road shows, if any, each furnished to the Underwriter before first use, such Selling Stockholder, including such Selling Stockholder’s agents and representatives, has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder. Stockholder (b) The execution and delivery by such Selling Stockholder ofother than, if applicable, the Company and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene Underwriters) has used or referred to any “free writing prospectus” (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustas defined in Rule 405), (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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability relating 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, 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. (cb) Such Selling Stockholder has, and on immediately prior to the Closing Date on which such Selling Stockholder is selling the Shares, such Selling Stockholder will have, good and 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 hereunder on such Closing Date free and clear of all security interestsliens, claims, liensencumbrances, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Sharesclaims. (dc) Upon payment by the Underwriters for the Shares to be sold by such Selling Stockholder pursuant to this AgreementStockholder, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry 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 the Underwriters have notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (Ai) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (Biii) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for . For purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (xA) 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, by-laws bylaws and applicable law, (yB) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (zC) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (d) Such Selling Stockholder has full right, power and authority, corporate or otherwise, to enter into this Agreement. (e) In respect of any statements in or omissions from the Registration StatementThis Agreement has been duly and validly authorized, the Time of Sale Prospectus or the Prospectus made in reliance upon executed and in conformity with information furnished to the Company delivered by or on behalf of such Selling Stockholder. (f) The execution, delivery and performance of this Agreement by such Selling Stockholder specifically and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, (ii) result in any violation of the provisions of the charter or by-laws or deed of trust (or similar organizational documents) of such Selling Stockholder, or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property or assets of such Selling Stockholder. (g) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property or assets of such Selling Stockholder is required for use the execution, delivery and performance of this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the preparation thereofpurchase and sale of the Shares by the Underwriters. (h) All material information with respect to such Selling Stockholder contained in each of the Registration Statement, the Prospectus and the Pricing Disclosure Package (as amended and supplemented, if the Company shall have filed with the Commission any amendment or supplement thereto) (i) complied and will comply in all material respects with all applicable provisions of the Securities Act and the Rules and Regulations, (ii) contains and will contain all statements of material fact required to be stated therein in accordance with the Securities Act and the Rules and Regulations, and (iii) does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Solely with respect to the Metalmark Selling Stockholders (as defined in Schedule II hereto), such Selling Stockholder hereby makes is not prompted to sell the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and Shares by any material non-public information relating to the business, results of operations or prospects of the Company and its holdings subsidiaries of Common Stock (including for the avoidance of doubt an adverse nature that information set forth in the footnotes is required to the beneficial ownership table in “Selling Stockholders”) as set forth be disclosed in the Registration Statement, the Time of Sale Prospectus and Pricing Disclosure Package or the Prospectus. For this purpose, information that is set forth or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus or that otherwise has been made publicly available about the Company shall be deemed to be public information, and any opinion or conclusion that a Metalmark Selling Stockholder may hold, or analysis performed by a Metalmark Selling Stockholder, in its capacity as an investor about the business, results of operations or prospects of the Company and its subsidiaries shall not be information that relates to the business, results of operations or prospects of the Company. (i) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (j) The sale of the Shares by such Selling Stockholder does not violate any of the Company’s internal policies regarding the sale of stock by its affiliates. Any certificate signed by any officer of any 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, as to matters covered thereby, to the Underwriters.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants as to and in respect of itself to, and agrees with each as to and in respect of itself with, the Underwriters Underwriter that: (a) This Agreement Such Selling Stockholder has been duly authorized, executed organized and delivered by or on behalf is validly existing as a limited partnership in its jurisdiction of such Selling Stockholderformation. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, under this Agreement will not contravene result in any violation of (i) any provision of applicable law, (ii) the certificate provisions of incorporation or by-laws or other organizational documents any of the Organizational Documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)Stockholder, (iii) any agreement or other instrument binding upon such Selling Stockholder Stockholder, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, except that in the case of clauses (i), ) and (iii) and (iv) above, where such contravention as would not, singly individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder’s ability Stockholder to perform its obligations under consummate the transactions contemplated by this Agreement. ; (c) 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, 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. (cd) This Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (e) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (df) Upon payment by the Underwriters 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters maintained at DTC Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)Securities, (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at Underwriter on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (eg) In respect Such Selling Stockholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the Time of any statements in or omissions from Sale Prospectus to sell its Shares pursuant to this Agreement. (i) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain, 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 of this Agreement), the Time of Sale Prospectus 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, as of its date and as of the Closing Date, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this subsection are limited in all respects to statements or omissions of material facts made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereofTime of Sale Prospectus, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as Prospectus or the Company makes under paragraph 1(b) hereof, Registration Statement; it being understood and agreed that such information furnished by such Selling Stockholder consists only of its name (A) the legal name, address and any the number of shares of common stock of the Company owned by such Selling Stockholder and (B) the other information relating (excluding percentages) with respect to its holdings of Common Stock (including for the avoidance of doubt that information set forth such Selling Stockholder which appear in the footnotes to table (and corresponding footnotes) under the beneficial ownership table in captions “Principal and Selling Stockholders”) as set forth ” in the Registration Statement, the Prospectus and the Time of Sale Prospectus and the Prospectus. (i) 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. (j) Such Selling Stockholder has not prepared or had prepared on its behalf or used or referred to, any “free writing prospectus” (as defined in Rule 405), and has not distributed any written materials in connection with the offer or sale of the Shares. (k) The operations of such Selling Stockholder are and have been conducted in compliance with all applicable Anti-Money Laundering Laws in all material respects, 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 best knowledge of such Selling Stockholder, threatened. (l) (i) Neither such Selling Stockholder, nor, to the knowledge of such Selling Stockholder, any director, officer, employee of such Selling Stockholder, is a Person that is, or is owned or controlled by a Person that is: (A) the subject or target of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, Libya, North Korea, Sudan and Syria); (ii) Such Selling Stockholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Representations and Warranties of the Selling Stockholders. (a) Each Selling Stockholder, severally and not jointly, represents and warrants to to, and agrees with each with, the Company and the Underwriter as of the Underwriters thatRepresentation Date, as follows: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a 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, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title tois, or a “security entitlement” within upon the meaning exercise of Section 8-501 options or warrants will be, the lawful owner of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free pursuant to this Agreement and has (or upon the exercise of options will have), and on each Closing Date, as applicable, will have, good, valid and clear title to such Shares, free of any and all restrictions on transfer, liens, encumbrances, security interests, claimsequities, liensclaims and other defects whatsoever, equities or other encumbrances except for such restrictions on transfer as do not restrict the sale of the Shares to the Underwriter hereunder. (ii) Such Selling Stockholder has, and the on each Closing Date, as applicable, will have, full legal right right, power and powerauthority, and all authorization authorizations and approval approvals required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Sharesthe manner provided herein. (diii) This Agreement has been duly executed and delivered by or on behalf of such Selling Stockholder and is a legal, valid and binding agreement of such Selling Stockholder, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws or public policy underlying such laws, and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and by equitable principles (whether enforcement is sought by proceedings in equity or at law). (iv) Upon delivery of and payment by the 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 Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters maintained at DTC (assuming that neither DTC nor any such the Underwriter has shall have purchased the Shares for value in good faith and without notice of any adverse claim (within the meaning of Section 8-105 the Uniform Commercial Code as adopted in the State of New York), good, valid and clear title to such Shares will pass to the Underwriter, free and clear of all restrictions on transfer, liens, encumbrances, security interests, equities, claims and defects whatsoever. (v) The execution, delivery and performance of this Agreement by such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and the consummation by such Selling Stockholder of the UCCtransactions contemplated hereby will not (A) require such Selling Stockholder to obtain any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except as such Sharesmay be required under the Act and the Exchange Act or the securities or blue sky laws of the various states or as have been or will be obtained), (AB) under Section 8-501 conflict with or constitute a breach of any of the UCCterms or provisions of, the Underwriters will acquire or a security entitlement in respect default under, any indenture, loan agreement, mortgage, deed of trust, lease, license or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Shares Selling Stockholder is bound, except for such as would not adversely affect such Selling Stockholder's ability to perform its obligations hereunder, or (C) to his or its knowledge, violate or conflict with any applicable federal, state, local or foreign law, statute, rule, regulation or 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. (vi) The information in the Registration Statement and (B) no action based the Prospectus under the captions "Selling Stockholders" which specifically relates to such Selling Stockholder does not, and will not on any “adverse claim”Closing Date, within 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 meaning of Section 8-102 statements therein, in the light of the UCCcircumstances under which they were made, not misleading and such Selling Stockholder has agreed to immediately notify the Company, if, at any time during the period when a Prospectus is required by law to be delivered in connection with sales of Common Stock by an Underwriter or a dealer, there is any material change in such information. (vii) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action designed to, or which might reasonably be expected to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares may be asserted against pursuant to the Underwriters with respect to such security entitlement; for purposes of distribution contemplated by this representationAgreement, and, other than as permitted by the Act, such Selling Stockholder has not distributed and will not distribute any prospectus or other offering material in connection with the Offering. (viii) Such Selling Stockholder has duly authorized, executed and delivered a Custody Agreement and Irrevocable Power of Attorney ("Custody Agreement"), which Custody Agreement is a legal, valid and binding agreement of such Selling Stockholder, except as rights to indemnity and contribution thereunder may assume that when be limited by federal or state securities laws or public policy underlying such paymentlaws, and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and by equitable principles (whether enforcement is sought by proceedings in equity or at law); pursuant to the Custody Agreement, such Selling Stockholder has placed in custody with American Stock Transfer & Trust Company, as Custodian (the "Custodian"), for delivery under this Agreement, certificates or securities entitlements in respect of shares held in "street name" representing the Shares to be sold by such Selling Stockholder. (ix) Such Selling Stockholder has duly authorized, executed and crediting occurdelivered to the Custodian a Custody Agreement containing an irrevocable power of attorney (a "Power of Attorney") authorizing and directing the Attorneys-in-Fact designated in the Custody Agreement, or any of them, to effect the sale and delivery of the Shares being sold by such Selling Stockholder, to enter into this Agreement and to take all such other action as may be necessary hereunder. (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its Any certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company signed by or on behalf of such Selling Stockholder specifically for use in connection with and delivered to the preparation thereof, Underwriter or counsel of the Underwriter on or after the date hereof shall be deemed to be a representation and warranty by such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) Underwriter as set forth in to the Registration Statement, the Time of Sale Prospectus and the Prospectusmatters covered thereby.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder represents and warrants to, solely as to itself and not as to any other Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters and the Company that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement Agreement, will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation Stockholder, or other business entity or trust), (iii) any agreement or other instrument binding upon such Selling Stockholder that is material to 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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No 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, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (ei) In respect of any statements in or omissions from the The Registration Statement, when it became effective, did not contain, and, as amended or supplemented, if applicable, will not, as of the Closing Date, 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 or and the Prospectus made do not contain and, as amended or supplemented, if applicable, will not contain, as of the Closing Date, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in reliance the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph are limited to statements or omissions based upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus or any amendments or supplements thereto (such information, the “Selling Stockholder Information”).

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, Stockholder severally and not jointly, jointly represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement and, solely with respect to those Selling Stockholders who are not identified as a “Founder Selling Stockholder” on Schedule I (such Selling Stockholders not identified, the “Non-Founder Selling Stockholders”), the Custody Agreement signed by such Non-Founder Selling Stockholder and Computershare Inc., as Custodian, relating to the deposit of the Shares to be sold by such Non-Founder Selling Stockholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Non-Founder Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation corporation) or other business entity equivalent organizational or trust)formation documents, as applicable, (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, Stockholder except in the case cases of clauses (i), (iii) and (iv) above), where for such contravention contraventions as would not, singly or in the aggregate, not reasonably be expected to have a material adverse effect on the ability of such Selling Stockholder’s ability Stockholder to perform its obligations under this Agreement. No hereunder and, solely with respect to the Non-Founder Selling Stockholders, thereunder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this AgreementAgreement or, solely with respect to the Non-Founder Selling Stockholders, the Custody Agreement or Power of Attorney, except such as have been obtained and made under the Securities Act and such as may be required under the Exchange Act or the rules and regulations thereunder by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares. (c) Such With respect to any Shares to be sold by such Selling Stockholder that are outstanding on the date hereof, such Selling Stockholder has, and with respect to such Shares to be sold by such Selling Stockholder upon the conversion of Class B common stock or the exercise of options, on the each Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling 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, solely with respect of the Non-Founder 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 security entitlement in respect of such Shares. (d) With respect to the Non-Founding Selling Stockholders, the Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Non-Founding Selling Stockholder and are valid and binding agreements of such Non-Founding 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 by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (ef) In respect of any statements in or omissions from (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 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 the representations and warranties set forth in this paragraph 2(f) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto, it being understood and agreed that the only information furnished by such Selling Stockholder consists of the name of such Selling Stockholder, the number of offered shares and the Prospectusaddress 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.” (g) Such Selling Stockholder has executed a “lock-up” agreement, substantially in the form of Exhibit A or B 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 as of the Closing Date.

Representations and Warranties of the Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, represents and warrants to and agrees with each of the Underwriters and the ZoomInfo Parties that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement and the consummation of the Exchange Transactions and the other transactions contemplated by this Agreement by such Selling Stockholder will not contravene any provision of (i) any provision of applicable law, (ii) with respect to each Selling Stockholder other than a natural person, the certificate of incorporation charter or by-laws or other similar organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)Stockholder, (iii) any agreement or other instrument binding upon such Selling Stockholder (other than, for the avoidance of doubt, the “lock-up agreements” entered into by such Selling Stockholder in connection with the Company’s initial public offering, to the extent waived as required thereunder with respect to the offering of the Shares) or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, exceptexcept any such contravention that, in the case of clauses (i), (iii) and (iv) above), where such contravention would not, singly or in the aggregate, have a impair in any material adverse effect on respect the ability of any such Selling Stockholder’s ability Stockholder to perform consummate its obligations under this Agreement. No hereunder; and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Stockholder of its obligations under this Agreement and the consummation of the Exchange Transactions and the other transactions contemplated by this Agreement, except for (i) registration under the Securities Act of the Shares, (ii) such as shall have been obtained or waived prior to the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations, orders or qualifications would not impair, in any material respect, the consummation by such Selling Stockholder of the transactions contemplated by this Agreement, (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA and (iv) such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer purchase and sale distribution of the SharesShares by the Underwriters. (c) Such Selling Stockholder has, and on the Closing Date will have, after giving effect to the applicable Exchange Transactions, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder on the Closing Date and each Option Closing Date, free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporationAmended and Restated Charter, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect Such Selling Stockholder has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (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, 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, as of its date, does not contain, as amended or supplemented, if applicable, as of the date of such amendment or supplement will not contain, and, as then amended or supplemented by the Company, if applicable, as of the Closing Date and each Option Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the representations and warranties set forth in this paragraph apply only to statements or omissions from in the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information relating to any Selling Stockholder furnished to the Company in writing by or on behalf of any such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereoftherein, it being understood and agreed that the only such information furnished by or on behalf of any Selling Stockholder consists only of its name (i) the legal name, address and any the number of shares owned by such Selling Stockholder and (ii) the other information relating (excluding percentages) with respect to its holdings of Common Stock (including for the avoidance of doubt that information set forth such Selling Stockholder which appears in the footnotes to table (and corresponding footnotes) under the beneficial ownership table in caption “Principal and Selling Stockholders”) as set forth ” in the Registration Statement, the Time of Sale Prospectus or the Prospectus (the “Selling Stockholder Information”). (g) Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any free writing prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents identified in Schedule III hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (h) With respect to each Selling Stockholder other than a natural person, such Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of its respective jurisdiction of organization. (i) With respect to each Selling Stockholder other than a natural person, such Selling Stockholder is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Code or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (j) Such Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder, or in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or organization, by the dissolution of such partnership, corporation or organization, 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, corporation or similar organization should be dissolved, or if any other event should occur, before the delivery of the Shares hereunder, book-entry entitlements representing such Shares shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants as to and in respect of itself to, and agrees with each as to and in respect of itself with, the Underwriters Underwriter that: (a) This Agreement Such Selling Stockholder has been duly authorized, executed organized and delivered by or on behalf is validly existing as a limited partnership in its jurisdiction of such Selling Stockholderformation. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, under this Agreement will not contravene result in any violation of (i) any provision of applicable law, (ii) the certificate provisions of incorporation or by-laws or other organizational documents any of the Organizational Documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)Stockholder, (iii) any agreement or other instrument binding upon such Selling Stockholder Stockholder, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, except that in the case of clauses (i), ) and (iii) and (iv) above, where such contravention as would not, singly individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder’s ability Stockholder to perform its obligations under consummate the transactions contemplated by this Agreement. ; (c) 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, 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. (cd) This Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (e) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (df) Upon payment by the Underwriters 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters maintained at DTC Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)Securities, (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at Underwriter on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (eg) In respect Such Selling Stockholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the Time of any statements in or omissions from Sale Prospectus to sell its Shares pursuant to this Agreement. (h) (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 of this Agreement), the Time of Sale Prospectus 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, as of its date and as of the Closing Date, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this subsection are limited in all respects to statements or omissions of material facts made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereofTime of Sale Prospectus, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as Prospectus or the Company makes under paragraph 1(b) hereof, Registration Statement; it being understood and agreed that such information furnished by such Selling Stockholder consists only of its name (A) the legal name, address and any the number of shares of common stock of the Company owned by such Selling Stockholder and (B) the other information relating (excluding percentages) with respect to its holdings of Common Stock (including for the avoidance of doubt that information set forth such Selling Stockholder which appear in the footnotes to table (and corresponding footnotes) under the beneficial ownership table in captions “Principal and Selling Stockholders”) as set forth ” in the Registration Statement, the Prospectus and the Time of Sale Prospectus and the Prospectus. (i) 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. (j) Such Selling Stockholder has not prepared or had prepared on its behalf or used or referred to, any “free writing prospectus” (as defined in Rule 405), and has not distributed any written materials in connection with the offer or sale of the Shares. (k) The operations of such Selling Stockholder are and have been conducted in compliance with all applicable Anti-Money Laundering Laws in all material respects, 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 best knowledge of such Selling Stockholder, threatened. (l) (i) Neither such Selling Stockholder, nor, to the knowledge of such Selling Stockholder, any director, officer, employee of such Selling Stockholder, is a Person that is, or is owned or controlled by a Person that is: (A) the subject or target of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, Libya, North Korea, Sudan and Syria); (ii) Such Selling Stockholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Representations and Warranties of the Selling Stockholders. Each ---------------------------------------------------------- Selling Stockholder, severally and not jointly, Stockholder represents and warrants to each U.S. Underwriter and agrees with each of the Underwriters Company that: (a) This Agreement has been duly authorizedSuch Selling Stockholder now has, executed and delivered 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 U.S. Underwriters will acquire valid and marketable title to such Shares free and clear of any lien, claim, security interest, or on behalf of such Selling Stockholderother encumbrance. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (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 have been duly and validly authorized by such Selling Stockholder, except, in the case of clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a 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 Agreement has been duly executed and delivered by such Selling Stockholder and constitutes the valid and legally binding agreement of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its obligations under this Agreementterms, except such as limited by federal or state securities laws and subject to the qualification that the enforceability of the Selling Stockholder's obligations hereunder may be required limited by the securities bankruptcy, fraudulent conveyance, insolvency reorganization, moratorium, and other laws relating to or Blue Sky laws of the various states in connection with the offer affecting creditors' rights generally, and sale of the Sharesby general equitable principles. (c) Such Selling Stockholder has, and on Neither the Closing Date will have, valid title to, or a “security entitlement” within the meaning of Section 8-501 sale of the New York Uniform Commercial Code (Shares nor the “UCC”) in respect ofexecution, the Shares to be sold by such Selling Stockholder free and clear delivery or performance of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the 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 Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in connection with nor the preparation thereof, consummation by or on behalf of such Selling Stockholder of the transactions contemplated hereby makes (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required for the same representations and warranties registration of the Shares under the Act or compliance with respect the securities or Blue Sky laws of various jurisdictions), or (ii) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is or may be bound, or violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to such information Selling Stockholder, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to the terms of any 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. (d) The Registration Statement and the Prospectuses, insofar as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any they contain information relating to its holdings such Selling Stockholder, do 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. (e) Such Selling Stockholder has not taken, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock (including to facilitate the sale or resale of the Shares, except for the avoidance of doubt that information set forth lock-up arrangements referred to in the footnotes to the beneficial ownership table in “Prospectuses. (f) Such Selling Stockholders”Stockholder (without undertaking any independent investigation) as set forth in does not have any knowledge that the Registration Statement, Statement or the Time Prospectuses (or any amendment or supplement thereto) contains any untrue statement of Sale Prospectus and a material fact or omits to state any material fact required to be stated therein or necessary to make the Prospectusstatements therein not misleading.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and Registrar and Transfer Company, as Custodian, relating to Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the 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 hereby and 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 or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a 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 AgreementAgreement 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. (c) Such Selling Stockholder hashas valid title to units of the LLC which will entitle such Selling Stockholder to the Shares to be sold by such Selling Stockholder, and on the Closing Date will have, valid title to, or a “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 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. (e) Upon payment by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d2(e), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (ef) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Principal and Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Representations and Warranties of the Selling Stockholders. (a) Each Selling Stockholder, severally and not jointly, represents and warrants to each Underwriter and agrees with each of the Underwriters Company that: (ai) This Agreement has been duly authorized, executed such Selling Stockholder now is and delivered by or on behalf at the time of delivery of such Shares (whether the time of purchase or additional time of purchase, as the case may be) will be, the lawful owner of the number of Shares to be sold by such Selling Stockholder.Stockholder Shares free and clear of any pledge, lien, security interest, encumbrance, claim, equity interest, community property right, restriction on transfer or other defect in title other than pursuant to this Agreement and has and, at the time of delivery thereof, will have valid and marketable title to such Shares, and upon delivery of and payment for such Shares (whether at the time of purchase or the additional time of purchase, as the case may be), the Underwriters will acquire valid and marketable title to such Shares free and clear of any pledge, lien, security interest, encumbrance, claim, equity interest, community property right, restriction on transfer or other defect in title; (bii) The such Selling Stockholder has and at the time of delivery of such Shares (whether the time of purchase or additional time of purchase, as the case may be) will have, full legal right, power and capacity, and any approval required by law (other than those imposed by the Act and the securities or blue sky laws of certain jurisdictions), to sell, assign, transfer and deliver such Shares in the manner provided in this Agreement; (iii) the execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement (as defined below) and the Power of Attorney (as defined below) and the consummation of the transactions herein contemplated, will not contravene (i) any provision of applicable law, (ii) or, if applicable, the certificate articles of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (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 clauses (i), (iii) and ; (iv) above, where such contravention would not, singly or in the aggregate, have a 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, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a “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 pursuant to this Agreement have been duly authorized and clear are validly issued, fully paid and non-assessable; (v) this Agreement, the Custody Agreement among American Stock Transfer & Trust Company, as custodian, and the Selling Stockholders (the “Custody Agreement”), and the Power of Attorney appointing the Representatives as attorneys-in-fact in connection with the transactions contemplated hereby (the “Power of Attorney”) have been duly executed and delivered by such Selling Stockholder and each is a legal, valid and binding agreement of such Selling Stockholder enforceable in accordance with its terms; (vi) when the Registration Statement becomes effective and at all security intereststimes subsequent thereto through the latest of the time of purchase, claimsadditional time of purchase or the termination of the offering of the Shares, liensthe Registration Statement and Prospectus, equities and any supplements or amendments thereto as relate to such Selling Stockholder or the Shares that such Selling Stockholder proposes to sell will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (vii) such Selling Stockholder has duly and irrevocably authorized the Representatives of the Selling Stockholders, on behalf of such Selling Stockholder, to execute and deliver this Agreement and any other document necessary or desirable in connection with the transactions contemplated thereby and to deliver the Shares to be sold by such Selling Stockholder and receive payment therefor pursuant hereto; and each of the Selling Stockholders’ Representatives, acting alone, is authorized to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder (including the determination of the purchase price per Share), to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement; (viii) the sale of such Selling Stockholder’s Shares pursuant to this Agreement is not prompted by any information concerning the Company or any of the Subsidiaries which is not set forth in the Registration Statement or the Prospectus; (ix) all consents, approvals, authorizations and orders required for the execution and delivery by such Selling Stockholder of the Custody Agreement and Power of Attorney, the execution and delivery by or on behalf of such Selling Stockholder of this Agreement and the sale and delivery of the Shares under this Agreement (other than, at the time of the execution hereof (if the Registration Statement has not yet been declared effective by the Commission), the issuance of the order of the Commission declaring the Registration Statement effective and such consents, approvals, authorizations or orders as may be necessary under state or other encumbrances securities or Blue Sky laws have been obtained and the are in full force and effect; and such Selling Stockholder has full legal right right, power and power, and all authorization and approval required by law, authority to enter into and perform its obligations under this Agreement, the Custody Agreement and Power of Attorney, and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the Underwriters for the Shares to be sold by such Selling Stockholder pursuant to under this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, ; (x) such Shares Selling Stockholder has not taken and will have been registered not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in the name of Cede stabilization or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 manipulation of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts price of the several Underwriters maintained at DTC will have been made on records of DTC pursuant Common Stock to Section 8-501 facilitate the sale or resale of the UCC. As used Shares; (xi) such Selling Stockholder has not distributed and will not distribute any prospectus or other offering material in this Section 2(d), connection with the terms “delivery,” “securities account,” “security entitlement” offering and “adverse claim” have the meanings given them in Article 8 sale of the UCC.Shares; (exii) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with all information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, relating to such Selling Stockholder hereby makes and the same Shares that are to be sold by such Selling Stockholder, that is contained in the representations and warranties with respect to of such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that Selling Stockholder in such information consists only Selling Stockholder’s Power of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information Attorney or set forth in the footnotes Registration Statement or the Prospectus is, and at the time the Registration Statement became or becomes, as the case may be, effective and at all times subsequent thereto up to and at the time of purchase, and on at later time of purchase at which the Additional Shares are to be purchased, was or will be, true, correct and complete, and does not, and at the time the Registration Statement became or becomes, as the case may be, effective and at all times subsequent thereto up to and at the time of purchase, and on at later time of purchase at which the Additional Shares are to be purchased, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xiii) such Selling Stockholder will review the Prospectus and will comply with all agreements and satisfy all conditions on its part to be complied with or satisfied pursuant to this Agreement on or prior to the beneficial ownership table time of purchase, or any later time of purchase at which the Additional Shares are to be purchased, as the case may be; (xiv) such Selling Stockholder does not have, or has waived prior to the date hereof, any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the Shares that are to be sold by the Company or any of the other Selling Stockholders to the Underwriters pursuant to this Agreement; such Selling Stockholder does not have, or has waived prior to the date hereof, any registration right or other similar right 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; and such Selling Stockholders”) 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, rights, warrants, options or other securities from the Company, other than as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus; (xv) each of the Selling Stockholders is not aware that any of the representations and warranties of the Company set forth in Section 3 above is untrue or inaccurate in any material respect; (xvi) except as set forth in the Registration Statement and the Prospectus, neither such Selling Stockholder nor any of his, her or its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or has any other association with (within the meaning of Article I, Section 1(dd) of the By-laws of the NASD), any member firm of the NASD; (xvii) 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; (xviii) no stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are or will be payable by or on behalf of the Underwriters, or otherwise imposed on any payments made to the Underwriters, to the PRC government or any political subdivision or taxing authority thereof or therein in connection with: (i) the sale and delivery on behalf of the Selling Stockholders of the Shares to or for the respective accounts of the Underwriters as set forth in the Registration Statement and the Prospectus and pursuant to the terms of this Agreement, or (ii) any other transaction or payment contemplated by the Agreement; and (xix) except as set forth in the Registration Statement and the Prospectus, all expenses and other amounts that may be payable by such Selling Stockholder under this Agreement shall be made free and clear of, and without deduction for or on account of, any taxes imposed, assessed or levied by the PRC government or any political subdivision or taxing authority thereof or therein; there are no taxes imposed in the PRC on, or by virtue of, the execution or delivery of this Agreement.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, Stockholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustcorporation), (iii) or 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 clauses (i), (iii) and (iv) above, where except for such contravention conflicts or violations that would not, singly individually or in the aggregate, have a material adverse effect Material Adverse Effect on such the Selling Stockholder’s ability to perform Shareholder and its obligations under this Agreement. No subsidiaries, and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Stockholder of its obligations under this AgreementAgreement of such Selling Stockholder, except such as has been obtained under the Securities Act, the approval by the Financial Industry Regulatory Authority of the underwriting terms and arrangements and such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect Such Selling Stockholder has delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (f) Such Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1 are not true and correct in all material respects, is familiar with the Registration Statement, the Time of Sale Prospectus and the Prospectus and has no knowledge of any statements material fact, condition or information not disclosed in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with that has had, or may have, a Material Adverse Effect. Such Selling Stockholder is not prompted by any material non-public information furnished to concerning the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus to sell Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the representations and warranties set forth in this paragraph are limited solely to statements or omissions made in reliance upon information relating to such Selling Stockholder furnished in writing to the Company or the Representatives by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus, and provided further that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through Xxxxxx Xxxxxxx expressly for use therein. (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 affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria) (ii) Such Selling 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) knowingly, 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 has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (a) None of such Selling Stockholder or any of its subsidiaries, or, to the knowledge of such Selling Stockholder, any director, officer, employee, agent, representative, or affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b)such Selling Stockholder and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) neither the Selling Stockholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (v) The operations of such Selling Stockholder 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. (i) Such Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

Representations and Warranties of the Selling Stockholders. Each ---------------------------------------------------------- Selling Stockholder, severally and not jointly, Stockholder represents and warrants to each Manager and agrees with each of the Underwriters Company that: (a) This Agreement has been duly authorizedSuch Selling Stockholder now has, executed and delivered 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 upon delivery of and payment for such Shares hereunder, the several Managers will acquire valid and marketable title to such Shares free and clear of any lien, claim, security interest, or on behalf of such Selling Stockholderother encumbrance. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (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 have been duly and validly authorized by such Selling Stockholder, except, in the case of clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a 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 Agreement has been duly executed and delivered by such Selling Stockholder and constitutes the valid and legally binding agreement of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its obligations under this Agreementterms, except such as limited by federal or state securities laws and subject to the qualification that the enforceability of the Selling Stockholder's obligations hereunder may be required limited by the securities bankruptcy, fraudulent conveyance, insolvency reorganization, moratorium, and other laws relating to or Blue Sky laws of the various states in connection with the offer affecting creditors' rights generally, and sale of the Sharesby general equitable principles. (c) Such Selling Stockholder has, and on Neither the Closing Date will have, valid title to, or a “security entitlement” within the meaning of Section 8-501 sale of the New York Uniform Commercial Code (Shares nor the “UCC”) in respect ofexecution, the Shares to be sold by such Selling Stockholder free and clear delivery or performance of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the 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 Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in connection with nor the preparation thereof, consummation by or on behalf of such Selling Stockholder of the transactions contemplated hereby makes (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required for the same representations and warranties registration of the Shares under the Act or compliance with respect the securities laws of various jurisdictions), or (ii) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, any agreement, indenture, lease or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is or may be bound, or violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to such information Selling Stockholder, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to the terms of any 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. (d) The Registration Statement and the Prospectuses, insofar as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any they contain information relating to its holdings such Selling Stockholder, do 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. (e) Such Selling Stockholder has not taken, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock (including to facilitate the sale or resale of the Shares, except for the avoidance of doubt that information set forth lock-up arrangements referred to in the footnotes to the beneficial ownership table in “Prospectuses. (f) Such Selling Stockholders”Stockholder (without undertaking any independent investigation) as set forth in does not have any knowledge that the Registration Statement, Statement or the Time Prospectuses (or any amendment or supplement thereto) contains any untrue statement of Sale Prospectus and a material fact or omits to state any material fact required to be stated therein or necessary to make the Prospectusstatements therein not misleading.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, Stockholder represents and warrants to and agrees with each of the Underwriters that: (a) This If acting as a trustee or in any other fiduciary or representative capacity, the Selling Stockholder is authorized to execute and perform this Agreement. (b) If a partnership, the Selling Stockholder is authorized pursuant to its partnership agreement to execute and perform this Agreement. (c) If a corporation, the Selling Stockholder is authorized pursuant to its certificate of incorporation and bylaws and any other necessary corporate action to execute and perform this Agreement. (d) Each of this Agreement and the selling stockholder agreement executed by such Selling Stockholder (the "Selling Stockholder Agreement") has been duly authorized, executed and delivered by or on behalf of such Selling StockholderStockholder and constitutes a valid and binding agreement of the Selling Stockholder in accordance with its respective terms. (be) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, and the Selling Stockholder Agreement will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustcorporation), (iii) or 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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No 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 AgreementAgreement or the Selling Stockholder Agreement 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 SharesShares and except for the registration of the Shares under the Act and qualification of the Shares by the NASD. (cf) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a “valid "security entitlement” " within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the 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 Selling Stockholders Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (dg) Upon payment by the 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”"), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the New York Uniform Commercial Code (the "UCC")) to such Shares), (A) DTC shall be a "protected purchaser" of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “"adverse claim”", within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s 's share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “"clearing corporation” " within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (eh) In respect of Such Selling Stockholder is not prompted by any statements material non-public information concerning the Company or its subsidiaries which is not set forth in or omissions from the Registration Statement, the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The information concerning such Selling Stockholder contained or the Prospectus made to be contained in reliance upon and in conformity with information any written document furnished by such Selling Stockholder to the Company by or on behalf for purposes of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, Statement or the Time of Sale Prospectus is be true and correct in all respects; and delivery of the Selling Stockholder Agreement and the statements contained therein constitute written information furnished by such Selling Stockholder to the Company for use in the Registration Statement and the Time of Sale Prospectus.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally individually with respect to itself only and not jointlyjointly and severally, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and the transactions contemplated by this Agreement have been duly authorized by such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement Agreement, will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation limited partnership or by-laws or other organizational documents limited partnership agreement of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustlimited partnership), (iii) or 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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No 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, except such as may be required by the securities state securities, antifraud or Blue Sky laws of the various states in connection with the offer and sale of the SharesShares (collectively, the “States Securities Laws”) and except, in each case, for any contravention that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated herein. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Sharesencumbrances. (d) Upon payment by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In As of the date hereof, such Selling Stockholder is not prompted by any material non-public 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, provided, however, except with respect of any statements in to the Selling Stockholder Information (as defined below), that no representation or omissions from warranty is being made hereby as to whether the Registration Statement, the Time of Sale Prospectus or the Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading. (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, 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 such representations and warranties set forth in this Section 2(f) apply only 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 or on behalf of such the Selling Stockholder specifically expressly for use in connection with each of the preparation thereofRegistration Statement, such Selling Stockholder hereby makes the same representations Prospectus and warranties with respect to such information as the Company makes under paragraph 1(b) hereofTime of Sale Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder before the offering (excluding percentages and the number of shares of common stock that will be beneficially owned by such Selling Stockholder after the offering) consists of (i) the legal name, address and number of shares of common stock, as applicable, owned by such Selling Stockholder which appear in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” in the Prospectus (such information consists only of its name with respect to each Selling Stockholder, the “Selling Stockholder Information”); and any (ii) the information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth Xxxxx Xxxxx, LLC in the footnotes to “Our Equity Sponsor” section under the beneficial ownership table in caption “Selling Stockholders”) Prospectus Summary” as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (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 affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan 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). (a) None of such Selling Stockholder or its subsidiaries, or, to the knowledge of such Selling Stockholder, any director, officer, employee, agent, representative, or affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws and (b) neither the Selling Stockholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (iv) The operations of such Selling Stockholder 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 involved 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. (h) Such Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, Stockholder severally and not jointly, jointly represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws incorporation, bylaws, certificate of limited partnership, limited partnership agreement or other similar organizational documents agreement of such Selling Stockholder (if such in the case of non-individual Selling Stockholder is a corporation or other business entity or trustStockholders), (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, except in the case of clauses (i), (iii) and (iv) above), where for any such contravention that would not, singly or not reasonably be expected to impair in any material respect the aggregate, have a material adverse effect on consummation of 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, 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 Shareshereunder. (c) Such Selling Stockholder has, and on On the Closing Date (as defined in Section 5) such Selling Stockholder will have, have valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (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 and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the Underwriters for Delivery of 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry free 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 clear of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCCNew York Uniform Commercial Code, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes Underwriter without notice of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “an adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect Such Selling Stockholder is not prompted to sell Shares pursuant to this Agreement by any material non-public information concerning the Company or its subsidiaries that is not set forth in the Time of any statements in or omissions from the 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, (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 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(f) are limited to statements and omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus or any amendments or supplements thereto. (g) Except for the free writing prospectuses, if any, identified in Schedule II hereto, and electronic road shows, if any, each furnished to the Underwriter before first use, such Selling Stockholder, including such Selling Stockholder’s agents and representatives, has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, Stockholder severally and not jointly, jointly represents and warrants to each Underwriter and agrees with each of the Underwriters Company that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Such Selling Stockholder is a corporation or other business entity or trust), (iii) any agreement or other instrument binding upon such Selling Stockholder or (iv) any judgment, order or decree the record and beneficial owner of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, in the case of clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a 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, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a “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 it hereunder free and clear of all security interestsliens, encumbrances, equities and claims, liensand has full power and authority to sell its interest in the Shares, equities or other encumbrances and the legal right and powerand, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver assuming that each Underwriter acquires its interest in the Shares to be sold by it has purchased from such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the 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 Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters maintained at DTC (assuming that neither DTC nor any such Underwriter has without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (“UCC) to such Shares”)), (A) under Section 8-501 each Underwriter that has purchased such Shares on the Closing Date, by making payment therefor as provided herein, and that has had such Shares credited to the securities account or accounts of the UCC, the Underwriters such Underwriter maintained with The Depository Trust Company or other securities intermediary will acquire have acquired a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 102(a)(17) of the UCC, ) to such Shares may be asserted against the Underwriters with respect to purchased by such security entitlement; for purposes of this representationUnderwriter, such Selling Stockholder may assume that when such payment, delivery and crediting occur, no action based on an adverse claim (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 105 of the UCC. As used ) may be asserted against such Underwriter with respect to such Shares. (b) Such Selling Stockholder has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in this Section 2(dany stabilization or manipulation of the price of the Stock. (c) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by such Selling Stockholder of the transactions contemplated herein, except for (i) the registration of the Shares under the Securities Act, (ii) such consents, approvals, authorization or orders as may be required by FINRA and under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Shares by the Underwriters or (iii) those as to which the failure to obtain will affect in any material respect such Selling Stockholder’s ability to perform its obligations hereunder. (d) Neither the sale of the Shares being sold by such Selling Stockholder nor the consummation of any other of the transactions herein contemplated by such Selling Stockholder will conflict with, result in a breach or violation of, or constitute a default under, (i) any law applicable to such Selling Stockholder, (ii) certificate of formation or the limited partnership or limited liability company agreement, as applicable, of such Selling Stockholder, (iii) the terms of any indenture or other agreement or instrument to which such Selling Stockholder is a party or bound or (iv) any judgment, order or decree applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder, except in the case of clauses (i), (iii) and (iv), for any such conflict, breach, violation or default that would not impair in any material respect the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have ability of such Selling Stockholder to consummate the meanings given them in Article 8 of the UCCtransactions contemplated by this Agreement. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Pricing Disclosure Package and the Prospectus, any Preliminary Prospectus or the Prospectus and any Issuer Free Writing Prospectuses made in reliance upon and in conformity with any information related to such Selling Stockholder furnished in writing to the Company by such Selling Stockholder expressly for use therein in connection with the disclosure required by Form S-3 (such information, the “Selling Stockholder Information”), such information does not contain an untrue statement of a material fact or on behalf omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. It is understood and agreed that the only Selling Stockholder Information furnished by any Selling Stockholder consists solely of the name and address of such Selling Stockholder specifically for use in connection with and the preparation thereof, number of Shares owned by such Selling Stockholder hereby makes under the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in caption “Selling Stockholders”” in the Pricing Disclosure Package and Prospectus. (f) as set forth in Other than the Registration Statement, the Time of Sale Preliminary Prospectus and the Prospectus, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Item (a) of Schedule C hereto, each electronic road show or other written communications approved in writing in advance by the Company and the Underwriter.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, Stockholder severally and not jointly, jointly represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (iii) any agreement or other instrument binding upon such Selling Stockholder or (iviii) 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) above, where Stockholder except for such contravention contraventions as would not, singly or in the aggregate, not reasonably be expected to have a material adverse effect on the ability of such Selling Stockholder’s ability Stockholder to perform its obligations under this Agreement. No hereunder, 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, Agreement except such as have been obtained and made under the Securities Act and such as may be required under the Exchange Act or the rules and regulations thereunder by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares. (c) Such With respect to any Shares to be sold by such Selling Stockholder that are outstanding on the date hereof, such Selling Stockholder has, and with respect to such Shares to be sold by such Selling Stockholder upon the conversion of Class B common stock or the exercise of options, on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from (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 Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto, it being understood and agreed that the only information furnished by such Selling Stockholder consists of the name of such Selling Stockholder, the number of offered shares and the Prospectusaddress 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 “Selling Stockholders.”

Representations and Warranties of the Selling Stockholders. Each of the Selling StockholderStockholders, including the Insiders (defined below), severally and not jointly, represents represents, warrants and warrants covenants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Irrevocable Election to Sell signed by such Selling Stockholder (the "Irrevocable Election"), the Transmittal Letter and Custodian Agreement signed by such Selling Stockholder and EquiServe LP as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the "Custody Agreement") and the Irrevocable Power of Attorney signed by such Selling Stockholder appointing certain individuals as such Selling Stockholder's attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the "Power of Attorney") will not contravene (i) any provision of applicable law, (ii) law and will not result in a breach of any of the terms and provisions or constitute a default under the certificate of incorporation or by-laws or other organizational documents bylaws of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustcorporation), (iii) or any agreement or other instrument binding upon to which such Selling Stockholder is a party (or (ivby which any property or assets of such Selling Stockholder is bound or to which any property or assets of such Selling Stockholder is subject) or 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) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No 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 Irrevocable Election, 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. (c) Such Selling Stockholder has, and on the Closing Date or the Option Closing Date, as the case may be, will have, valid good and marketable title to, or a “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, 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 full legal right and power (including, if such Selling Stockholder is a corporation or similar entity, corporate power), and all authorization and approval required by law, to enter into this Agreement, the Irrevocable Election, 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 security entitlement in respect of such SharesStockholder. (de) Each of the Irrevocable Election, the Custody Agreement and the Power of Attorney has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder. (f) Upon the delivery of and payment by the 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 Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a obtain good and marketable title thereto, free and clear of any security entitlement in respect of such Shares interests, claims, liens, equities and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCCother encumbrances. (eg) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with All information furnished to the Company in writing by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereofRegistration Statement is, and on the 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 writing by or on behalf of such Selling Stockholder hereby makes for use in the same representations Prospectus is, and warranties on the 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 in the light of the circumstances under which they were made. (h) The section of the Registration Statement entitled "Principal and Selling Stockholders," 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 with respect to such information as the Company makes under paragraph 1(bSelling Stockholder. (i) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings There are no shares of Common Stock that are beneficially owned (including for within the avoidance meaning of doubt Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by such Selling Stockholder or by an affiliate (within the meaning of Rule 12b-2 of the Exchange Act) of such Selling Stockholder that information set forth in are not subject to an agreement restricting the footnotes to transfer of such shares during the beneficial ownership table in “Selling Stockholders”) as set forth in period of 90 days after the Registration Statement, the Time date of Sale Prospectus and the Prospectus.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants as to and in respect of itself to, and agrees with each as to and in respect of itself with, the several Underwriters that: (a) This Agreement Such Selling Stockholder has been duly authorized, executed organized and delivered by or on behalf is validly existing as a limited partnership in its jurisdiction of such Selling Stockholderformation. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, under this Agreement will not contravene result in any violation of (i) any provision of applicable law, (ii) the certificate provisions of incorporation or by-laws or other organizational documents any of the Organizational Documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)Stockholder, (iii) any agreement or other instrument binding upon such Selling Stockholder Stockholder, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, except that in the case of clauses (i), ) and (iii) and (iv) above, where such contravention as would not, singly individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder’s ability Stockholder to perform its obligations under consummate the transactions contemplated by this Agreement. ; (c) 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, 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. (cd) This Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (e) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (df) Upon payment by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares)Securities, (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (eg) In respect Such Selling Stockholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the Time of any statements in or omissions from Sale Prospectus to sell its Shares pursuant to this Agreement. (i) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain, 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 of this Agreement), the Time of Sale Prospectus 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, as of its date and as of the Closing Date, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this subsection are limited in all respects to statements or omissions of material facts made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereofTime of Sale Prospectus, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as Prospectus or the Company makes under paragraph 1(b) hereof, Registration Statement; it being understood and agreed that such information furnished by such Selling Stockholder consists only of its name (A) the legal name, address and any the number of shares of common stock of the Company owned by such Selling Stockholder and (B) the other information relating (excluding percentages) with respect to its holdings of Common Stock (including for the avoidance of doubt that information set forth such Selling Stockholder which appear in the footnotes to table (and corresponding footnotes) under the beneficial ownership table in captions “Principal and Selling Stockholders”) as set forth ” in the Registration Statement, the Prospectus and the Time of Sale Prospectus and the Prospectus. (i) 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. (j) Such Selling Stockholder has not prepared or had prepared on its behalf or used or referred to, any “free writing prospectus” (as defined in Rule 405), and has not distributed any written materials in connection with the offer or sale of the Shares. (k) The operations of such Selling Stockholder are and have been conducted in compliance with all applicable Anti-Money Laundering Laws in all material respects, 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 best knowledge of such Selling Stockholder, threatened. (l) (i) Neither such Selling Stockholder, nor, to the knowledge of such Selling Stockholder, any director, officer, employee of such Selling Stockholder, is a Person that is, or is owned or controlled by a Person that is: (A) the subject or target of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, Libya, North Korea, Sudan and Syria); (ii) Such Selling Stockholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) Such Selling Stockholder now has, and such Selling Shareholder on the Closing Date and any Option Closing Date will have, valid and marketable title to the Shares to be sold by such Selling Stockholder, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any applicable restriction on 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 applicable law (except as may be required under the Act, the Exchange Act or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD")), 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 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 Stockholder.Stockholder (other than Prudential in the case of the (bd) The Neither the execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation Custody Agreement by or by-laws or other organizational documents on behalf of such Selling Stockholder (if nor the consummation of the transactions herein or therein contemplated by or on behalf of such Selling Stockholder is a corporation or other business entity or trust), (iii) requires 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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a 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 filing or registration with, any court, regulatory body, administrative agency or other governmental body body, agency or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, official (except such as may be required by under the Act or such as may be required under state securities or Blue Sky laws of governing the various states in connection with the offer purchase and sale distribution of the Shares) or conflicts or will conflict with or constitutes or will constitute a breach of, or default under, or violates or will violate, any agreement, indenture or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is or may be bound or to which any of 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. (ce) The Registration Statement and the Prospectus, insofar as they relate to such Selling Stockholder, do 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. (f) Such Selling Stockholder hasdoes not have any actual 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 (other than Prudential) in the Custody Agreement are, and on the Closing Date and any Option Closing Date will havebe, valid title to, or a “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 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 security entitlement in respect of such Sharescorrect. (dh) Upon payment by Such Selling Stockholder has not taken, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the Underwriters price of the Common Stock to facilitate the sale or resale of the Shares, except 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”), registration of such Shares lock-up arrangements described in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Representations and Warranties of the Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, represents and warrants to and agrees with each of the Underwriters and the ZoomInfo Parties that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement and the consummation of the Exchange Transactions and the other transactions contemplated by this Agreement by such Selling Stockholder will not contravene any provision of (i) any provision of applicable law, (ii) with respect to each Selling Stockholder other than a natural person, the certificate of incorporation charter or by-laws or other similar organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)Stockholder, (iii) any agreement or other instrument binding upon such Selling Stockholder (other than, for the avoidance of doubt, the “lock-up agreements” entered into by such Selling Stockholder on August 3, 2021 in connection with the secondary offering of 27,000,000 shares of Class A Common Stock (the “Prior Offering”), to the extent waived as required thereunder with respect to the offering of the Shares) or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, exceptexcept any such contravention that, in the case of clauses (i), (iii) and (iv) above), where such contravention would not, singly or in the aggregate, have a impair in any material adverse effect on respect the ability of any such Selling Stockholder’s ability Stockholder to perform consummate its obligations under this Agreement. No hereunder; and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Stockholder of its obligations under this Agreement and the consummation of the Exchange Transactions and the other transactions contemplated by this Agreement, except for (i) registration under the Securities Act of the Shares, (ii) such as shall have been obtained or waived prior to the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations, orders or qualifications would not impair, in any material respect, the consummation by such Selling Stockholder of the transactions contemplated by this Agreement, (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA and (iv) such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer purchase and sale distribution of the SharesShares by the Underwriters. (c) Such Selling Stockholder has, and on the Closing Date will have, after giving effect to the applicable Exchange Transactions, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder on the Closing Date and each Option Closing Date, free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 8105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8303 of the UCC, (B) under Section 8-501 8501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 8102 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 and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporationAmended and Restated Charter, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 8102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect Such Selling Stockholder has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (f) 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; 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, 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; 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; the Prospectus, as of its date, does not contain, as amended or supplemented, if applicable, as of the date of such amendment or supplement will not contain, and, as then amended or supplemented by the Company, if applicable, as of the Closing Date and each Option Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) when they were or are filed with the Commission, none of the documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Prospectus contained or will contain any untrue statement of a material fact or omitted or will 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 apply only to statements or omissions from in the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information relating to any Selling Stockholder furnished to the Company in writing by or on behalf of any such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereoftherein, it being understood and agreed that the only such information furnished by or on behalf of any Selling Stockholder consists only of its name (i) the legal name, address and any the number of shares owned by such Selling Stockholder and (ii) the other information relating (excluding percentages) with respect to its holdings of Common Stock (including for the avoidance of doubt that information set forth such Selling Stockholder which appears in the footnotes to table (and corresponding footnotes) under the beneficial ownership table in caption “Principal and Selling Stockholders”) as set forth ” in the Registration Statement, the Time of Sale Prospectus or the Prospectus (the “Selling Stockholder Information”). (g) Other than the Registration Statement, the preliminary prospectus and the Prospectus, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any free writing prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents identified in Schedule III hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (h) With respect to each Selling Stockholder other than a natural person, such Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of its respective jurisdiction of organization. (i) With respect to each Selling Stockholder other than a natural person, such Selling Stockholder is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Code or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (j) Such Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder, or in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or organization, by the dissolution of such partnership, corporation or organization, 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, corporation or similar organization should be dissolved, or if any other event should occur, before the delivery of the Shares hereunder, book-entry entitlements representing such Shares shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed such Selling Stockholder now is and delivered by or on behalf at the time of delivery of such Selling Stockholder. Shares (bwhether the time of purchase or additional time of purchase, as the case may be) The execution and delivery will be, the lawful owner of the number of Shares to be sold by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, pursuant to this Agreement and has and, at the time of delivery thereof, will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (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 clauses (i), (iii) have valid and (iv) above, where such contravention would not, singly or in the aggregate, have a 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, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid marketable title to, or a “valid "security entitlement” " within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, such Shares, and upon delivery of and payment for such Shares (whether at the time of purchase or the additional time of purchase, as the case may be), the Underwriters will acquire valid and marketable title to, or a valid "security entitlement" within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, such Shares free and clear of any claim, lien, encumbrance, security interest, community property right, restriction on transfer or other defect in title; (b) such Selling Stockholder has and at the time of delivery of such Shares (whether the time of purchase or additional time of purchase, as the case may be) will have, full legal right, power and capacity, and any approval required by law (other than those imposed by the Act and the securities or blue sky laws of certain jurisdictions), to be sold sell, assign, transfer and deliver such Shares in the manner provided in this Agreement; (c) this Agreement and each Custody Agreement among American Stock Transfer & Trust Company, as custodian, and the Selling Stockholders (each, a "CUSTODY AGREEMENT") have been duly executed and delivered by such Selling Stockholder free and, with respect to the Custody Agreement assuming due authorization, execution and clear delivery by the custodian, each is a legal, valid and binding agreement of such Selling Stockholder enforceable in accordance with its terms; (d) when the Registration Statement becomes effective and at all security intereststimes subsequent thereto through the latest of the time of purchase, claimsadditional time of purchase or the termination of the offering of the Shares, liens, equities or other encumbrances the Registration Statement and the legal right and powerProspectus, and all authorization any supplements or amendments thereto, as they relate to such Selling Stockholder, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that the foregoing representation and approval required warranty, as it relates to such Selling Stockholder, is limited to information included in the Registration Statement and Prospectus, and any supplements or amendments thereto, concerning such Selling Stockholder furnished in writing by lawor on behalf of such Selling Stockholder to the Company expressly for use therein; (e) such Selling Stockholder has duly and irrevocably authorized the Representatives of the Selling Stockholders, on behalf of such Selling Stockholder (except with respect to HIFI, which has duly and irrevocably authorized Xxxxx X. Klug and Xxxxxxx X. Xxxxx, on behalf of HIFI), to enter into execute and deliver this Agreement and any other document necessary or desirable in connection with the transactions contemplated hereby and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect and receive payment therefor pursuant hereto; (f) the sale of such Shares. (d) Upon payment by the Underwriters for the Selling Stockholder's Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed Agreement is not prompted by any information concerning the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares which is not set forth in the name of Cede or such other nominee on Prospectus; (g) the Company’s share registry 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such paymentexecution, delivery and crediting occur, (x) such Shares will have been registered in the name performance of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company Agreement by or on behalf of such Selling Stockholder specifically for use in connection Stockholder, the compliance by the undersigned with all the preparation thereofprovisions hereof and the consummation of the transactions contemplated hereby will not (i) 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 hereby makes 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 (ii) 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; and (h) such Selling Stockholder has not taken, directly or indirectly, any action designed to cause or result in, or which has constituted under the same representations and warranties with respect to such information as Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only to facilitate the sale or resale of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally separately and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement Agreement, will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or incorporation, by-laws or other organizational documents comparable governing or constituent documents, if any, of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)Stockholder, (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, except in the case of clauses (i), (iii) and (iv) above, where such contravention as would not, singly individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder’s ability Stockholder to perform its obligations under consummate the transactions contemplated by this Agreement. No , 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, except such as have been obtained and made under the Securities Act, such as may be required by the Exchange Act or may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the 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 Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) [Reserved] (e) Upon payment by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (ef) In respect [Reserved] (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 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) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, will not contain, as of its date, at the Closing Date, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the representations and warranties set forth in this paragraph 2(g) do not apply to statements or omissions from in the Registration StatementStatement , the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein and are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereofRegistration Statement , such Selling Stockholder hereby makes the same representations and warranties with respect to such information as Time of Sale Prospectus, the Company makes under paragraph 1(b) hereofProspectus 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, the address and other information consists only of its name and any information relating with respect to its holdings of Common Stock such Selling Stockholder (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”excluding percentages) as set forth which appear in the Registration StatementStatement , the Time of Sale Prospectus Prospectus, and the ProspectusProspectus in the table (and corresponding footnotes) under the caption “Selling Stockholder” (with respect to the Selling Stockholder, the “Selling Stockholder Information”). (i) Such Selling Stockholder, or, to the knowledge of such Selling Stockholder, any director, officer, employee, agent, controlled affiliate or representative of such Selling Stockholder, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions. (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).

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholder, severally and not jointly, Stockholders represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations underunder this Agreement, this Agreement will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or by-laws limited partnership, limited partnership agreement or other organizational documents (if any) of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No 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, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder hashas the full right and partnership power, and on no authorizations, approvals, consents or orders are required by law or by any court or government agency or body (except such as may have been obtained under the Closing Date will have, valid title to, Securities Act or a “security entitlement” within the meaning of Section 8-501 securities or blue sky laws or any jurisdiction in connection with the purchase and distribution of the New York Uniform Commercial Code Shares by the Underwriter and such other approvals as have been obtained) or, if applicable, under its organizational documents, to enter into this Agreement, and to sell, transfer and deliver all of the Shares which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with and perform its other obligations hereunder and thereunder. (d) Such Selling Stockholder is the “UCC”) in respect of, record and beneficial owner of the Shares to be sold by such Selling Stockholder hereunder and, to such Selling Stockholder’s knowledge, such Shares are free and clear of all security interests, claims, liens, encumbrances, equities or other encumbrances and claims whatsoever and, assuming that the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the 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 Depository Trust Company (“DTC”), registration of Underwriter purchases such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters maintained at DTC (assuming that neither DTC nor without any such Underwriter has notice of any adverse claim (within the meaning of Section § 8-105 of the Uniform Commercial Code of the State of New York (“UCC) to ”)), upon the sale and delivery of, and payment for, such Shares as provided herein, the Underwriter will own such Shares), free and clear of all liens, encumbrances, equities and claims whatsoever. (Ai) under Section 8-501 The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the 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 UCCcircumstances under which they were made, not misleading, except that the Underwriters will acquire a security entitlement representations and warranties set forth in respect of such Shares and (Bthis paragraph 2(e) no action only apply to statements or omissions in the Registration Statement or the Prospectus based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, upon information relating 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 and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectustherein.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointlyjointly with the other Selling Stockholders, represents and warrants to and agrees with each of the Underwriters on the date hereof and on the Closing Date and on each Option Closing Date, if any, that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The Neither the execution and delivery by such Selling Stockholder of, and nor the performance by such Selling Stockholder of its obligations under, this Agreement or the Custody Agreement signed by such Selling Stockholder and Xxxxxx X. Xxxxx & Co. Incorporated, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) will not contravene conflict with, contravene, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any assets of such Selling Stockholder pursuant to, or constitute a default under (i) any provision of applicable statute, law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)rule, (iii) any agreement or other instrument binding upon such Selling Stockholder or (iv) any regulation, judgment, order or decree of any governmental body, regulatory or administrative agency or court having jurisdiction over such Selling Stockholder; (ii) the certificate of incorporation or bylaws (or other organizational documents) of such Selling Stockholder, exceptif applicable, or (iii) any contract, agreement, obligation, covenant or instrument to which such Selling Stockholder (or any of its assets) is subject or bound except in the case of clauses (i), ) or (iii) to the extent such conflicts, contraventions, breaches, violations, liens, charges, encumbrances, and (iv) abovedefaults, where such contravention if any, would not, singly or not impair in any material respect the aggregate, have a material adverse effect on consummation of such Selling Stockholder’s ability to perform its obligations under this Agreement or the Custody Agreement. No ; 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 AgreementAgreement or the Custody Agreement of such Selling Stockholder, except such as (i) may be required by the securities or Blue Sky blue sky laws of the various states jurisdictions in connection with the offer and sale of the Shares, (ii) would not impair in any material respect the consummation of such Selling Stockholder’s obligations hereunder or (iii) have been previously made or obtained. (c) Such Selling Stockholder now and, on the Closing Date and on each Option Date, will be the lawful owner of the number of Shares to be sold by such Selling Stockholder pursuant to this Agreement, and has, and on the Closing Date and on each Option Closing Date will have, valid marketable title to, or a valid “security entitlement” (within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”)) in respect of, the number of Shares to be sold by such Selling Stockholder Stockholder, 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 and the Custody Agreement a and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) The Custody Agreement has been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder. (e) Upon payment by the Underwriters for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery (within the meaning of Section 8-301 of the UCC) of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry 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 Section 8-105 of the UCC) UCC to such Shares), (Ai) 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 in respect of such Shares Shares, and (Biii) no action based on any “adverse claim”, ” (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (xw) 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, by-laws bylaws and applicable law, (yx) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC and UCC), (zy) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records pursuant to the UCC, and (z) the jurisdiction of DTC pursuant to and its nominee for purposes of Section 8-501 110 of the UCC. As used , and the jurisdiction applicable to the matters specified in this subsections (a)(2) though (5) of Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 8-110 of the UCC, is the State of New York. (ef) In respect Such Selling Stockholder has not, prior to the execution of this Agreement, offered or sold any Shares by means of any statements “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 omissions from sale of the Shares, in each case other than the then most recent Preliminary Prospectus. (g) Such Selling Stockholder has not, directly or indirectly, taken any action designed, or which will constitute, or 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. (h) 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. (i) None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment or supplement thereto includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein (other than in the case of the Registration Statement or any amendment thereto, 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(i) are limited to statements or omissions made in reliance upon on and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein, it being agreed that the only information furnished to the Company by or on behalf such Selling Stockholder expressly for use therein are the name and address of such Selling Stockholder specifically for use in connection with Stockholder, the preparation thereof, number of shares of Common Stock beneficially owned by such Selling Stockholder hereby makes immediately before and after the same representations offering, and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it number of Shares being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth sold in the footnotes to offering (the beneficial ownership table in “Selling StockholdersStockholder Information”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus).

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters on the date hereof, on the Closing Date and on each Option Closing Date, if any, that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The Neither the execution and delivery by such Selling Stockholder of, and nor the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene conflict with, contravene, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any assets of such Selling Stockholder pursuant to, or constitute a default under (i) any provision of applicable statute, law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)rule, (iii) any agreement or other instrument binding upon such Selling Stockholder or (iv) any regulation, judgment, order or decree of any governmental body, regulatory or administrative agency or court having jurisdiction over such Selling Stockholder, provided that no warranty is made in this clause (i) with respect to the antifraud provisions of federal and state securities laws; (ii) the organizational documents of such Selling Stockholder (including, without limitation, the provisions of any partnership agreement or limited liability company operating agreement); or (iii) any contract, agreement, obligation, covenant or instrument to which such Selling Stockholder (or any of its assets) is subject or bound, except, in the case of clauses this clause (iiii), (iii) and (iv) abovefor such conflicts, where such contravention breaches, violations or defaults that would not, singly or not reasonably be expected to impair in any material respect the aggregate, have a material adverse effect on consummation of such Selling Stockholder’s ability to perform its obligations under this Agreement. No ; 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, except such as may (i) be required by the securities or Blue Sky blue sky laws of the various states 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 such Selling Stockholder’s obligations hereunder and (iii) have previously been made or obtained. (c) The Shares to be sold by such Selling Stockholder pursuant to this Agreement are held in book-entry form (the “Current Shares”). Such Selling Stockholder hasis now the lawful owner of the Current Shares and, on the Closing Date and on each Option Closing Date, if any, will 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 and on each Option Closing Date, if any, with respect to the Current Shares will have, valid marketable title to, or a valid “security entitlement” (within the meaning of Section 8-501 of the New York Uniform Commercial Code then in effect in the State of New York (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 and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement or a security entitlement in respect of such Shares. (d) [Intentionally Omitted] (e) Upon payment by the Underwriters for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery (within the meaning of Section 8-301 of the UCC) of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry 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 claim” (within the meaning of Section 8-105 of the UCC) to such Shares), (Ai) DTC shall be a “protected purchaser” of such Shares (within the meaning of Section 8-303 of the UCC), (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares Shares, and (Biii) no action based on any “adverse claim”, ” (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (xw) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (yx) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC), (y) appropriate entries to the accounts of each of the Underwriters on the records of DTC will have been made pursuant to the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records jurisdiction of DTC pursuant to and its nominee for purposes of Section 8-501 110 of the UCC. As used , and the jurisdiction applicable to the matters specified in this subsection (a)(2) through (5) of Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 8-110 of the UCC, is the State of New York. (ef) In respect Such Selling Stockholder has not, prior to the execution of this Agreement, offered or sold any Shares by means of any statements “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 omissions from 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 preliminary Prospectus Supplement was initially filed with the Commission, such Selling Stockholder does not have any association or affiliation with a member of FINRA. (h) Such Selling Stockholder has not, directly or indirectly, taken any action designed, or which will constitute, or 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. (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 Registration Statement, Time of Sale Prospectus or the Prospectus that has had, or may have, a material adverse effect. None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein (other than in the case of the Registration Statement or any amendment thereto, in the light of the circumstances under which they were made) not misleading, provided that the representations and warranties set forth in this sentence apply only 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 or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of such Selling Stockholder consists of the information relating to such Selling Stockholder under the caption “Selling Stockholders” in the Time of Sale Prospectus and the ProspectusProspectus (the “Selling Stockholder Information”). Such Selling Stockholder confirms the accuracy of the information furnished by such Selling Stockholder to the Company, the Underwriters or their respective counsel for the purposes of ensuring compliance with FINRA rules in connection with the offering of Shares contemplated hereby. (j) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (i) for the purpose of financing or facilitating any activities or business of or with any Person or in any country or territory that, at the time of such financing or facilitation, is the subject of Sanctions, or (ii) in any other manner that will result in violation of Sanctions by any Person (including any Person participating in the offering of the Shares contemplated hereby, whether as underwriter, advisor, investor or otherwise).

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement Agreement, will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustcorporation), or (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, Stockholder and except in the case of clauses (i), ) and (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such the power and ability of the Selling Stockholder’s ability Stockholder to perform its obligations under this AgreementAgreement (a “Seller 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, 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, and except for any consents, approvals, authorizations, orders or qualifications, the absence of which would not, singly or in the aggregate, have a Seller Material Adverse Effect. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder. The valid title of such Selling Stockholder shall be free and clear of all security interests, claims, liens, equities or other encumbrances, except, with respect to the Shares being sold by Intelsat USA Sales Corp., for any security interests, claims, liens, equities or other encumbrances and that shall be released upon the sale to the Underwriters of the Shares to be sold by Intelsat USA Sales Corp. Such Selling Stockholder has the legal right and power, power and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Each Selling Stockholder has delivered to the Company’s transfer agent and registrar for the Common Stock, Computershare Trust Company, N.A. (the “Transfer Agent”), certificates representing the Shares being sold by such Selling Stockholder hereunder, accompanied by one or more stock powers duly endorsed in blank, with signatures guaranteed by an eligible guarantor institution, in accordance with the Securities Exchange Act of 1934, as amended. The certificates representing the Shares to be sold by the Selling Stockholders shall remain in the possession of the Transfer Agent, and shall be entered into the share register in book-entry form and remain so entered, until the earliest of (i) the sale of all of the Shares to be sold by such Selling Stockholder hereunder; (ii) the expiration of the Option Exercise Period; (iii) the termination of this Agreement; (iv) the agreement otherwise by the Managers or (v) the Closing Date as specified in Section 5 hereof or such other Closing Date as agreed to by such Selling Stockholder, if the closing shall not have occurred on such Closing Date. Each Selling Stockholder agrees and consents to the entry of stop transfer instructions with the Transfer Agent against the transfer of the such Selling Stockholder’s shares of Common Stock in contravention of this Agreement. (e) If any Selling Stockholder shall determine, based on advice of counsel, that possession of the Additional Shares to be delivered by such Selling Stockholder by the Transfer Agent is limited or prohibited by applicable law, rule or regulation, such Selling Stockholder may transfer such Additional Shares to a custodial account at an institution that is legally authorized to hold shares on its behalf, to be held pursuant to a custody agreement in form and substance reasonably satisfactory to the Managers and consistent with the terms of this Agreement, or enter into such other arrangement as shall be reasonably satisfactory to the Managers providing for the performance of this Agreement with respect to such Selling Stockholder’s Additional Shares. Such Additional Shares shall be held in such custodial account, and shall remain so held, until the earliest of (i) the sale of all of the Additional Shares to be sold by such Selling Stockholder hereunder; (ii) the expiration of the Option Exercise Period; (iii) the termination of this Agreement; (iv) the agreement otherwise by the Managers or (v) the Option Closing Date as specified in Section 5 hereof or such other Option Closing Date as agreed to by such Selling Stockholder, if the closing for such Additional Shares shall not have occurred on such Option Closing Date. Upon payment exercise by the Underwriters of their option to purchase Additional Shares, the Company shall provide an instruction letter to the institution holding the Additional Shares to release such Additional Shares from the custodial account to the Transfer Agent, and such Selling Stockholder shall provide an authorization to the institution holding the Additional Shares to so release the Additional Shares as instructed by the Company. (f) Upon payment 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to the securities account of the lead book-running Manager or at its direction to the 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 Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (eg) In respect of Each Selling Stockholder represents that it is a U.S. person for U.S. federal income tax purposes. (h) Such Selling Stockholder is not prompted by any statements information concerning the Company or its subsidiaries which is not set forth in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with to sell its Shares pursuant to this Agreement. (i) All information furnished to the Company by or on behalf of such Selling Stockholder specifically in writing expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Prospectus or any free writing prospectus or any amendment or supplement thereto used by the Company or any Underwriter, as the case may be, is, and on the Closing Date or any Option Closing Date (as defined below) will be, true, correct and complete in all material respects, and as of the Applicable Time does not, and on the Closing Date and any Subsequent Closing Date will not, contain any untrue statement of Sale Prospectus a material fact or omit to state any material fact necessary to make such information not misleading. In addition, such Selling Stockholder confirms as accurate the number of shares of Common Stock set forth opposite such Selling Stockholder name in each of the preliminary prospectus and the Prospectus.Prospectus under the caption “Selling Stockholders” (both prior to and after giving effect to the sale of the Shares) and that the information furnished by or on behalf of such Selling Stockholder under the caption “Selling Stockholders” complies in all material respects with the applicable requirements of Form S-3 and Item 507 of Regulation S-K.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, Stockholder severally and not jointly, jointly represents and warrants to to, and agrees with each of with, the several Underwriters that: (a) Such Selling Stockholder has, and will have immediately prior to the First Closing Date (as defined below) good and valid title to the Secondary Securities to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of such Secondary Securities and payment therefor pursuant hereto, good and valid title to such Secondary Securities, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters. (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (bc) The execution Such Selling Stockholder has full right, power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by such Selling Stockholder of, and the performance consummation by such Selling Stockholder of its obligations under, this Agreement will not contravene the transactions contemplated hereby have been duly authorized and (i) do not and will not conflict with or result in a breach or violation of any provision of applicable lawthe terms or provisions of, (ii) constitute a default under, or give rise to the certificate creation or imposition of incorporation any material lien, encumbrance, security interest, claim or by-laws charge upon the Secondary Securities to be sold by such Selling Stockholder hereunder or any other organizational documents property or assets of such Selling Stockholder (if pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a corporation party or other business entity by which the Selling Stockholder is bound or trustto which any of the property or assets of such Selling Stockholder is subject, (ii) will not result in any violation of the provisions of the charter or by-laws (or analogous governing instruments, as applicable), (iii) any agreement the articles of partnership or other instrument binding upon the deed of trust, as the case may be, of such Selling Stockholder or (iviii) will not result in the violation of any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, agency domestic or court foreign, having jurisdiction over such Selling Stockholder, except, Stockholder or any property or assets of such Selling Stockholder except in the case of clauses (i), clause (iii) and (iv) aboveabove as otherwise would not reasonably be expected, where such contravention would not, singly individually or in the aggregate, to have a material adverse effect Material Adverse Effect on the ability of such Selling Stockholder’s ability Stockholder to perform its obligations under this Agreement. No Agreement or the consummation of the transactions contemplated hereby; and, except for the registration of the Secondary Securities under the Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws, or as may be required under laws of foreign jurisdictions, or the rules of the NYSE American or FINRA in connection with the purchase and distribution of the Secondary Securities by the Underwriters or except such as have been already been obtained, no consent, approval, authorization or order of, or qualification filing or registration with, any such court or governmental or non-governmental agency or body or agency is required for the execution, delivery and performance of this Agreement by such Selling Stockholder, and the consummation by such Selling Stockholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer transactions contemplated hereby and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a “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 and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Sharesthereby. (d) Upon payment by At the Underwriters for Effective Time of the Shares Registration Statement, at the date of this Agreement and at the First Closing Date, the Registration Statement did not and will not contain any untrue statement of 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry statements therein not misleading; and the crediting Pricing Disclosure Package, the Prospectus, at time the Prospectus was issued and at the Applicable Time and at the First Closing Date, did not and will not contain an untrue statement of such Shares on a material fact or omit to state a material fact required to be stated therein or necessary in order to make the books of DTC to securities accounts statements therein, in light of the Underwriters maintained at DTC (assuming circumstances under which they were made, not misleading; provided, however, that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares foregoing representations and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used warranties in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. subsection (ed) In respect of any statements shall not apply to information contained in or omissions omitted from the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by the Representatives on behalf of any Underwriter; provided further, that the representations and warranties of each of the Selling Stockholders set forth in this subsection (d) apply only 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 or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereofRegistration Statement, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as Pricing Disclosure Package, the Company makes under paragraph 1(b) hereofProspectus or any amendment or supplement 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 Secondary Securities and the address and other information consists only of its name and any information relating with respect to its holdings of Common Stock such Selling Stockholder (including for the avoidance of doubt that information set forth excluding percentages) which appear in the footnotes Registration Statement, Pricing Disclosure Package, and the Prospectus (with respect to each Selling Stockholder, the beneficial ownership table in “Selling StockholdersStockholder Information”). (e) As of the date hereof and as of the First Closing Date, the sale of the Securities by such Selling Shareholder is not and will not be prompted by any material non-public information concerning the Company which is not set forth in the Registration Statement, the Time of Sale Prospectus and Pricing Disclosure Package or the Prospectus. (f) Such Selling Stockholder is not prompted to sell its Secondary Securities pursuant to this Agreement by any material information concerning the Company or its Subsidiaries that has not been disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus. (g) Such Selling Stockholder has not taken, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company. (h) Neither the Selling Stockholder nor any of its affiliates (within the meaning of FINRA Rule 5121(f)(1)) directly or indirectly controls, is controlled by, or is under common control with, or is an associated person (within the meaning of Article I, Section 1(ee) of the By-laws of FINRA) of, any member firm of FINRA.

Representations and Warranties of the Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and - , as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the "Custody Agreement") and the Power of Attorney appointing certain individuals as such attorneys-in-fact of such Selling Stockholder to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the "Power of Attorney") will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation law or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (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, exceptor conflict with, result in a breach of any of the case of clauses (i)terms and provisions of, (iii) and (iv) aboveor constitute a default under, where such contravention would not, singly any agreement or in the aggregate, have a material adverse effect on other instrument binding upon such Selling Stockholder’s ability to perform its obligations under this Agreement. No , 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, the Custody Agreement or the 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. (c) Such Selling Stockholder now has, and on the Option Closing Date will have, valid title to, or a “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, to the Shares to be sold by such Selling Stockholder Shareholder, free and clear of all security interestsany liens, encumbrances, equities and other 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 security entitlement Stockholder; and delivery of the Shares to be sold by the Selling Stockholder, assuming payment therefor in respect accordance with the terms of this Agreement, will pass title to such Shares, free and clear of any adverse claims, as defined in Section 8-102 of the -7- 9 Uniform Commercial Code as in effect in The Commonwealth of Massachusetts, and any other liens, encumbrances, equities and claims attributable to such Selling Stockholder. (d) Upon payment by the Underwriters for the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will Agreement have been registered in the name of Cede or another nominee designated by DTCduly authorized and are validly issued, in each case on the Company’s share registry in accordance with its certificate of incorporation, byfully paid and non-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCCassessable. (e) In respect The Custody Agreement and the Power of any statements in or omissions from the Registration Statement, the Time Attorney have been duly executed and delivered by such Selling Stockholder and are valid and binding agreements of Sale Prospectus or the Prospectus made in reliance upon and in conformity with such Selling Stockholder. (f) The information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder specifically for use in connection the Registration Statement or the Prospectus is, and on the Option Closing Date will be, true and correct. (g) Such Selling Stockholder has read and is familiar with the preparation thereofRegistration Statement and the Prospectus and, to the knowledge of such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(bStockholder, (i) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Time statements therein not misleading and (ii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of Sale Prospectus and a material fact or omit to state a material fact necessary to make the Prospectusstatements therein, in the light of the circumstances under which they were made, not misleading.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with the Underwriter on the date hereof, on the Closing Date and on each of the Underwriters Option Closing Date, if any, that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The Neither the execution and delivery by such Selling Stockholder of, and nor the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene conflict with, contravene, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any assets of such Selling Stockholder pursuant to, or constitute a default under (i) any provision of applicable statute, law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)rule, (iii) any agreement or other instrument binding upon such Selling Stockholder or (iv) any regulation, judgment, order or decree of any governmental body, regulatory or administrative agency or court having jurisdiction over such Selling Stockholder, provided that no warranty is made in this clause (i) with respect to the antifraud provisions of federal and state securities laws; (ii) the organizational documents of such Selling Stockholder (including, without limitation, the provisions of any partnership agreement or limited liability company operating agreement); or (iii) any contract, agreement, obligation, covenant or instrument to which such Selling Stockholder (or any of its assets) is subject or bound, except, in the case of clauses this clause (iiii), (iii) and (iv) abovefor such conflicts, where such contravention breaches, violations or defaults that would not, singly or not reasonably be expected to impair in any material respect the aggregate, have a material adverse effect on consummation of such Selling Stockholder’s ability to perform its obligations under this Agreement. No ; 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, except such as may (i) be required by the securities or Blue Sky blue sky laws of the various states 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 such Selling Stockholder’s obligations hereunder and (iii) have previously been made or obtained. (c) The Shares to be sold by such Selling Stockholder pursuant to this Agreement are held in book-entry form (the “Current Shares”). Such Selling Stockholder hasis now the lawful owner of the Current Shares and, on the Closing Date and on each Option Closing Date, if any, will 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 and on each Option Closing Date, if any, with respect to the Current Shares will have, valid marketable title to, or a valid “security entitlement” (within the meaning of Section 8-501 of the New York Uniform Commercial Code then in effect in the State of New York (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 and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement or a security entitlement in respect of such Shares. (d) [Intentionally Omitted] (e) Upon payment by the Underwriters for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery (within the meaning of Section 8-301 of the UCC) of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters maintained at DTC Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any “adverse claim claim” (within the meaning of Section 8-105 of the UCC) to such Shares), (Ai) DTC shall be a “protected purchaser” of such Shares (within the meaning of Section 8-303 of the UCC), (ii) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares Shares, and (Biii) no action based on any “adverse claim”, ” (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (xw) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (yx) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC), (y) appropriate entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records jurisdiction of DTC pursuant to and its nominee for purposes of Section 8-501 110 of the UCC. As used , and the jurisdiction applicable to the matters specified in this subsection (a)(2) through (5) of Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 8-110 of the UCC, is the State of New York. (ef) In respect Such Selling Stockholder has not, prior to the execution of this Agreement, offered or sold any Shares by means of any statements “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 omissions from 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 preliminary Prospectus Supplement was initially filed with the Commission, such Selling Stockholder does not have any association or affiliation with a member of FINRA. (h) Such Selling Stockholder has not, directly or indirectly, taken any action designed, or which will constitute, or 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. (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 Registration Statement, Time of Sale Prospectus or the Prospectus that has had, or may have, a material adverse effect. None of the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein (other than in the case of the Registration Statement or any amendment thereto, in the light of the circumstances under which they were made) not misleading, provided that the representations and warranties set forth in this sentence apply only 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 or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of such Selling Stockholder consists of the information relating to such Selling Stockholder under the caption “Selling Stockholders” in the Time of Sale Prospectus and the ProspectusProspectus (the “Selling Stockholder Information”). Such Selling Stockholder confirms the accuracy of the information furnished by such Selling Stockholder to the Company, the Underwriter or their respective counsel for the purposes of ensuring compliance with FINRA rules in connection with the offering of Shares contemplated hereby. (j) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (i) for the purpose of financing or facilitating any activities or business of or with any Person or in any country or territory that, at the time of such financing or facilitation, is the subject of Sanctions, or (ii) in any other manner that will result in violation of Sanctions by any Person (including any Person participating in the offering of the Shares contemplated hereby, whether as underwriter, advisor, investor or otherwise).

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, Stockholder represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) Such Selling Stockholder now has, and on the Closing Date and any Option Closing Date will have, valid and marketable title to the Shares to be sold by such Selling Stockholder, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on 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 (c) This Agreement has and the Custody Agreement have been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution Stockholder and delivery by such Selling Stockholder of, are the valid and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents binding agreements of such Selling Stockholder (if enforceable against such Selling Stockholder is a corporation in accordance with their respective terms. (d) Neither the execution and delivery of this Agreement or other business entity the Custody Agreement by or trust), (iii) any agreement or other instrument binding upon on behalf of such Selling Stockholder nor the consummation of the transactions herein or (iv) any judgment, order therein contemplated by or decree on behalf of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, in the case of clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No Stockholder requires any consent, approval, authorization or order of, or qualification filing or registration with, any court, regulatory body, administrative agency or other governmental body body, agency or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, official (except such as may be required by under the Act or such as may be required under state securities or Blue Sky laws of governing the various states in connection with the offer purchase and sale distribution of the Shares) or conflicts or will conflict with or constitutes or will constitute a breach of, or default under, or violates or will violate, any agreement, indenture or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is or may be bound or to which any of 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. (ce) The Registration Statement and the Prospectus, insofar as they relate to such Selling Stockholder, do 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. (f) Such Selling Stockholder hasdoes 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 havebe, valid title to, or a “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 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 security entitlement in respect of such Sharescorrect. (dh) Upon payment by Such Selling Stockholder has not taken, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the Underwriters price of the Common Stock to facilitate the sale or resale of the Shares, except 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”), registration of such Shares lock-up arrangements described in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, Stockholder severally and not jointly, jointly represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws incorporation, bylaws, certificate of limited partnership, limited partnership agreement or other similar organizational documents agreement of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)Stockholder, (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, except in the case of clauses (i), (iii) and (iv) above), where for any such contravention that would not, singly or not reasonably be expected to impair in any material respect the aggregate, have a material adverse effect on consummation of 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, 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 Shareshereunder. (c) Such Selling Stockholder has, and on On the Closing Date (as defined in Section 5) such Selling Stockholder will have, have valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (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 and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the Underwriters for Delivery of 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry free 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 clear of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCCNew York Uniform Commercial Code, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes Underwriter without notice of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “an adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect Such Selling Stockholder is not prompted to sell Shares pursuant to this Agreement by any material non-public information concerning the Company or its subsidiaries that is not set forth in the Time of any statements in or omissions from the 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, (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 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(f) are limited to statements and omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus or any amendments or supplements thereto. (g) Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each furnished to the Underwriter before first use, such Selling Stockholder, including such Selling Stockholder’s agents and representatives, has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters and the Company that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement and the Custody Agreement signed by such Selling Stockholder and the Company as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustcorporation), or (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, except in the case of clauses (i), clause (iii) and (iv) above, where such contravention would not, singly or not impair in any material respects the aggregate, have a material adverse effect on consummation of such Selling Stockholder’s ability to perform its obligations under this Agreement. No Agreement or such Selling Stockholders’ Custody Agreement and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this AgreementAgreement or the Custody Agreement of such Selling Stockholder, except such as may be required by the securities or Blue Sky laws of the various states any relevant jurisdictions in connection with the offer and sale of the Shares. (c) Such Selling Stockholder hashas (or, if the Shares to be sold by such Selling Stockholder will be issued upon conversion of convertible securities, will have prior to the time for delivery of Shares hereunder), and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and such Selling Stockholder has, and on the Closing Date will have, the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) The Custody Agreement has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreements of such Selling Stockholder. (e) Upon payment by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (ef) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in has reviewed the Registration Statement, the Time of Sale Prospectus and the Prospectus and (i) the Registration Statement, when it became effective, did 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, except that the representations and warranties set forth in this paragraph 2(f) apply only to statements or omissions in the Registration Statement, the Time of Sale Prospectus, a broadly available road show or the Prospectus that related to such Selling Stockholder and are based upon information furnished to the Company in writing by such Selling Stockholder expressly for use therein. (g) 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.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder 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 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 hereby and 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 bylaws or other equivalent organizational documents or formation documents, as applicable, of such Selling Stockholder (if such Selling Stockholder is a corporation corporation, limited liability company, partnership or other business entity or trustsimilar entity), (iii) any agreement or other instrument binding upon such Selling Stockholder 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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No 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 AgreementAgreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as have been obtained and made under the Securities Act, such as may be required by the Exchange Act or the rules and regulations thereunder or may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares. (c) Such With respect to any Shares to be sold by such Selling Stockholder that are outstanding on the date hereof, such Selling Stockholder has, and with respect to such Shares to be sold by such Selling Stockholder upon the exercise of options or warrants, on the each Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling 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 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 by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (ef) In respect Such Selling Shareholder as identified on Schedule I as a Management Selling Stockholder has no reason to believe that the representations and warranties of any statements the Company contained in or omissions from Section 1 are not true and correct, 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 Registration Statement, Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to that has had, or may have, a material adverse effect on the Company and its subsidiaries, taken as a whole. Such Selling Shareholder is not prompted by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such any information as concerning the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of or its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date, 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 or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Managers 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 Shares offered by such Selling Stockholder 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 Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to each Selling Stockholder, the “Selling Stockholder Information”). (i) Neither such Selling Stockholder, nor any of its subsidiaries, nor any director or officer of such Selling Stockholder or any of its subsidiaries, nor to the knowledge of such Selling Stockholder, any employee, affiliate, agent, or other person associated with or acting on behalf of such Selling Stockholder or any of its subsidiaries, is a Person that is, or is owned or controlled by a Person that is: (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, Sudan 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) For the past five (5) years, such Selling Stockholder and any of its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) The operations of such Selling Stockholder and any of its subsidiaries are and have been conducted at all times in material compliance with all Anti-Money Laundering Laws where such Selling Stockholder and any of its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency, 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 knowledge of such Selling Stockholder, threatened. (i) Neither such Selling Stockholder, nor any of its subsidiaries, nor any director or officer of such Selling Stockholder or any of its subsidiaries, nor to the knowledge of such Selling Stockholder, any employee, affiliate, agent, or representative of such Selling Stockholder or any of its subsidiaries, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official in order to improperly influence official action or secure an improper advantage for such Selling Stockholder or its subsidiaries or affiliates or to any person in violation of any applicable anti-corruption laws; (ii) such Selling Stockholder and any of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws, including the Foreign Corrupt Practices Act of 1977 and the Xxxxxxx Xxx 0000 of the United Kingdom, and, if applicable, have instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such laws; and (iii) neither the Selling Stockholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (k) Such Selling Stockholder has executed a “lock-up” agreement with the Managers, 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 as of the Closing Date.

Representations and Warranties of the Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, represents and warrants to and agrees with each of the Underwriters and the Company that: (ai) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling StockholderStockholder and (ii) such Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of its respective jurisdiction of organization. (b) The execution and delivery by or on behalf of such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene any provision of (i) any provision of applicable law, (ii) the certificate of incorporation or incorporation, by-laws or other similar organizational documents document of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)Stockholder, (iii) any agreement or other instrument binding upon such Selling Stockholder that is material to such Selling Stockholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, except in the case of clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a impair, in any material adverse effect on respect, the ability of such Selling Stockholder’s ability Stockholder to perform consummate 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, except such as have been previously obtained or waived and (i) the approval of FINRA and (ii) such as may be required by the securities laws or the Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the Underwriters for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriters in accordance with this Agreement, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry 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 Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares being sold by such Selling Stockholder will have been registered in the name of Cede or another nominee as may be designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” and thus a “securities intermediary” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect Such Selling Stockholder has delivered or caused to be delivered to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Xxxxx & Co. LLC an executed lock-up agreement in substantially the form attached hereto as Exhibit A (each, a “Lock-up Agreement”). (f) [Reserved]. (i) The Registration Statement, when it became effective, did not contain, and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements in or omissions from therein not misleading, (ii) the Registration StatementStatement and the Prospectus comply and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus Prospectus, as then amended or supplemented by the Prospectus Company, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus, as of the date hereof, does not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to each Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereoftherein, it being understood and agreed that the only information furnished by or on behalf of each Selling Stockholder is the name of such Selling Stockholder, the number of offered shares and the address and other information consists only of its name and any information relating with respect to its holdings of Common Stock such Selling Stockholder (including for the avoidance of doubt excluding percentages) that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth appear in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus in the table and footnotes under the caption “Selling Stockholders”) (the “Selling Stockholder Information”). (i) Neither such Selling Stockholder nor any of its subsidiaries, or, to the knowledge of such Selling Stockholder, any director, officer, employee, agent, representative, or controlled affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a Sanctioned Country. (ii) Such Selling Stockholder will not, directly or knowingly indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) For the past five (5) years, such Selling Stockholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (a) Neither such Selling Stockholder nor any of its subsidiaries, nor, to the knowledge of such Selling Stockholder, any director, officer, or employee, agent, representative, or controlled affiliate thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or knowingly indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) to the knowledge of such Selling Stockholder, such Selling Stockholder and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) neither such Selling Stockholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (j) The operations of such Selling Stockholder 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 knowledge of such Selling Stockholder, threatened. (k) Such Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and U.S. Stock Transfer Corporation, as Custodian, related to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or incorporation, by-laws or other organizational comparable documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustentity), (iii) or 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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No 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, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the 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 to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment The Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder. (e) Certificates in negotiable form for the shares to be sold by such Selling Stockholder have been placed in custody under a Custody Agreement for delivery under this Agreement with the Custodian; such Selling Stockholder specifically agrees that the Shares represented by the certificates so held in custody for such Selling Stockholder are subject to the interests of the several Underwriters and the Company, that the arrangements made by such Selling Stockholder shall not be terminated by any act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder (or, in the case of a Selling Stockholder who is not an individual, the dissolution or liquidation of such Selling Stockholder) or the occurrence of any other event prior to [June 30], 2005 if such death, incapacity, dissolution, liquidation or other such event should occur before the delivery of such Shares hereunder, certificates for such Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity, dissolution, liquidation or other event had not occurred, regardless of whether the Custodian shall have received notice of such death, incapacity, dissolution, liquidation or other event. (f) Delivery of the Shares to be sold by such Selling Stockholder and payment therefore pursuant to this Agreement, delivery of Agreement will pass valid title to such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry free 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 clear of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, 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 and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “an adverse claim” have the meanings given them in Article 8 of the UCC. (eg) In respect of any statements in or omissions from the The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Time of Sale Prospectus or statements therein not misleading, and (ii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectusor any amendments or supplements thereto.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement Agreement, will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or incorporation, by-laws or other organizational comparable governing or constituent documents of such Selling Stockholder (if such Selling Stockholder is not a corporation or other business entity or trustnatural person), (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, except in the case of clauses (i), (iii) and (iv) above, where such contravention as would not, singly individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder’s ability Stockholder to perform its obligations under consummate the transactions contemplated by this Agreement. No , 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, except such as have been obtained and made under the Securities Act, such as may be required by the Exchange Act or may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the 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 Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) [Reserved] (e) Upon payment by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire DTC shall be a security entitlement in respect “protected purchaser” of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 303 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 and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, Stockholder severally and not jointly, jointly represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and Computershare Inc., as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the 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 hereby and 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 bylaws or other equivalent organizational documents or formation documents, as applicable, of such Selling Stockholder (if such Selling Stockholder is a corporation corporation, limited liability company, partnership or other business entity or trustsimilar entity), (iii) any agreement or other instrument binding upon such Selling Stockholder Stockholder, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, except in the case of clauses (i), (iii) and (iv) above, where such contravention as would not, singly individually or in the aggregate, have a material adverse effect on such the ability of the Selling Stockholder’s ability Stockholder to perform its obligations under consummate the transactions contemplated by this Agreement. No , 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 of its obligations under this AgreementAgreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as have been obtained and made under the Securities Act, such as may be required by the Exchange Act or the rules and regulations thereunder or may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares. (c) Such With respect to any Shares to be sold by such Selling Stockholder that are outstanding on the date hereof, such Selling Stockholder has, and with respect to such Shares to be sold by such Selling Stockholder upon the conversion of Class B Common Stock or the exercise of options, on the each Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling 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 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 by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (ef) In respect Such Selling Stockholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (g) (i) The Registration Statement, when it became effective, did not contain and, as 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 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, 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 from 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 or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth 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 Registration Statement, Time of Sale Prospectus, and Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to each Selling Stockholder, the “Selling Stockholder Information”).

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and American Stock Transfer & Trust Company, LLP, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the 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 hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents bylaws of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustcorporation), or (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, except in the case of clauses (i), (iii) and (iv) above, where such contravention as would not, singly individually or in the aggregate, have a material adverse effect on such the ability of the Selling Stockholder’s ability Stockholder to perform its obligations under consummate the transactions contemplated by this Agreement. No , 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 of its obligations under this AgreementAgreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as have been obtained and made under the Securities Act, such as may be required by the Exchange Act or the rules and regulations thereunder or may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the 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 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 by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (ef) In respect Such Selling Stockholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of any statements in or omissions from the 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, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus 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 the representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto, it being understood and agreed that the only 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 “Principal and Selling Stockholders” (with respect to each Selling Stockholder, the “Selling Stockholder Information”). (h) 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: (i) 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 (ii) 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).

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, Stockholder represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) Such Selling Stockholder now has, and on the Closing Date will have, valid and marketable title to the Shares to be sold by such Selling Stockholder, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer. (b) 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 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 Stockholder. (b) The execution Stockholder and delivery by such Selling Stockholder of, are the valid and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents binding agreements of such Selling Stockholder (if enforceable against such Selling Stockholder is a corporation in accordance with their terms, except as rights to indemnity and contribution hereunder may be limited by federal or other business entity state securities laws. (d) Neither the execution and delivery of this Agreement or trust), (iii) any agreement the Custody Agreement by or other instrument binding upon on behalf of such Selling Stockholder nor the consummation of the transactions herein or (iv) any judgment, order therein contemplated by or decree on behalf of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, in the case of clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No Stockholder requires any consent, approval, authorization or order of, or qualification filing or registration with, any court, regulatory body, administrative agency or other governmental body body, agency or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, official (except such as may be required by under the Act and the Exchange Act or such as may be required under state securities or Blue Sky laws of governing the various states in connection with the offer purchase and sale distribution of the Shares) or conflicts or will conflict with or constitutes or will constitute a breach of, or default under, or violates or will violate, any agreement, indenture or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is or may be bound or to which any of 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. (ce) The Registration Statement and the Prospectus, insofar as they relate to such Selling Stockholder, do 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. (f) Such Selling Stockholder hasdoes 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 havebe, valid title to, or a “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 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 security entitlement in respect of such Sharescorrect. (dh) Upon payment by Such Selling Stockholder has not taken, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the Underwriters price of the Common Stock to facilitate the sale or resale of the Shares, except 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”), registration of such Shares lock-up arrangements described in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, Stockholder severally and not jointly, jointly represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and Computershare Inc., as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the 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 hereby and 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 bylaws or other equivalent organizational documents or formation documents, as applicable, of such Selling Stockholder (if such Selling Stockholder is a corporation corporation, limited liability company, partnership or other business entity or trustsimilar entity), (iii) any agreement or other instrument binding upon such Selling Stockholder Stockholder, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, except in the case of clauses (i), (iii) and (iv) above, where such contravention as would not, singly individually or in the aggregate, have a material adverse effect on such the ability of the Selling Stockholder’s ability Stockholder to perform its obligations under consummate the transactions contemplated by this Agreement. No , 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 of its obligations under this AgreementAgreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as have been obtained and made under the Securities Act, such as may be required by the Exchange Act or the rules and regulations thereunder or may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares. (c) Such With respect to any Shares to be sold by such Selling Stockholder that are outstanding on the date hereof, such Selling Stockholder has, and with respect to such Shares to be sold by such Selling Stockholder upon the conversion of Class B Common Stock or the exercise of options or warrants, on the each Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling 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 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 by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (ef) In respect Such Selling Stockholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (g) (i)The Registration Statement, when it became effective, did not contain and, as 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 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, 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 from 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 or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth 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 Registration Statement, Time of Sale Prospectus, and Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to each Selling Stockholder, the “Selling Stockholder Information”). (i) None of such Selling Stockholder or any of its subsidiaries, or, to the knowledge of such Selling Stockholder, any director, officer, employee, agent, controlled affiliate, or representative thereof, is a Person that is, or is owned or controlled by one or more Persons that are:

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, Stockholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene any provision of (i) any provision of applicable law, (ii) the certificate of incorporation organizational documents, limited liability company agreement or by-laws partnership agreement or other organizational documents similar agreement, as applicable, of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustcorporation), or (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 cases of clauses (i), ) and (iii) and (iv) above, where for such contravention violations that would not, singly or in the aggregate, not reasonably be expected to have a material adverse effect on the ability of such Selling Stockholder’s ability Stockholder to perform its obligations under consummate the transactions contemplated by this AgreementAgreement (a “Selling Stockholder Material Adverse Effect”). No Further, no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Stockholder of its obligations under this Agreement, except such as that, if not obtained, would not, individually or in the aggregate reasonably be expected to have a Selling Stockholder Material Adverse Effect or which may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date and Option Closing date, as applicable, will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (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 and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-8 105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A1) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (2) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (B3) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect Such Selling Stockholder has delivered to Xxxxxx Xxxxxxx an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (f) 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, (i) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (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 the representations and warranties set forth in this paragraph 2(f) apply only to statements or omissions from in the Registration Statement, the Time of Sale Prospectus or the Prospectus that are made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Selling Stockholder specifically in writing expressly for use in connection with therein; provided, further, that it is agreed that such information furnished by the preparation thereof, such Selling Stockholder hereby makes to the same representations Company consists only of (A) the legal name, address and warranties the number of Shares owned by the Selling Stockholder before and after the offering, and (B) the other information with respect to such information as the Company makes under paragraph 1(bSelling Stockholder (excluding percentages) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth which appear in the footnotes to table (and corresponding footnotes) under the beneficial ownership table in caption “Principal and Selling Stockholders”) as set forth ” in the Registration Statement, the Time of Sale Prospectus or the Prospectus (such information, the “Selling Stockholder Information”). (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 affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Stockholder will not, directly or indirectly, use the Prospectusproceeds 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 has not knowingly engaged in, is not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (a) 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 affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws and have conducted their respective businesses in compliance with applicable anti-corruption laws; (b) such Selling Stockholder and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws; and (c) neither the Selling Stockholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (v) The operations of such Selling Stockholder 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 knowledge of the Selling Stockholder, threatened. (h) The Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and the Company, as Custodian, relating to the deposit of the Common Stock to be sold by such Selling Stockholder (the “Custody Agreement”) and the 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 hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) conflict with or result in a breach or a violation of any provision of applicable law, (ii) the certificate of incorporation or incorporation, by-laws or other organizational constituent documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustan entity), (iiiii) conflict with or result in a breach or violation of any terms of any agreement or other instrument binding upon such Selling Stockholder or (iviii) result in any violation of any statute, rule, regulation, 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) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or order of, or registration or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this AgreementAgreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the under applicable securities or Blue Sky blue sky laws of the various states in connection with the offer and sale of the SharesCommon Stock to be sold by such Selling Stockholder. (c) Such Selling Stockholder has, and on at the Closing Date Time will have, valid title to, or a “security entitlement” within to the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares Common Stock to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances, except for any such security interests, claims, liens, equities and other encumbrances and arising under the Custody Agreement of such Selling Stockholder in favor of the Underwriters. Such Selling Stockholder has the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares Common Stock to be sold by such Selling Stockholder or a security entitlement in respect of such SharesStockholder. (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 (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) equitable principles (whether considered in a proceeding in equity or at law) and (iii) implied covenant of good faith and fair dealing. (e) Upon payment by the Underwriters for the Shares Common Stock to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such SharesCommon Stock, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Shares Common Stock in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares Common Stock 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 Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such SharesCommon Stock), (A) DTC shall be a “protected purchaser” of such Common Stock within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares Common Stock and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares Common Stock 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 and crediting occur, (x) such Shares Common Stock will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (ef) In respect of any statements in or omissions from Such Selling Stockholder is familiar with the Registration Statement, the Time General Disclosure Package, and the Prospectus and has no knowledge of Sale Prospectus any material fact, condition or information not disclosed in the General Disclosure Package or the Prospectus that has had, or may have, a material adverse effect on the Company and its subsidiaries, taken as a whole. Such Selling Stockholder is not prompted by any information concerning the Company which is not set forth in the General Disclosure Package to sell its Common Stock pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the General Disclosure Package does not, and at the time of each sale of the Common Stock in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Time (as defined in Section 3), the General Disclosure Package, 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 General Disclosure Package, 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 the representations and warranties set forth in this paragraph 2(g) are made only as to statements or omissions made in reliance upon and in conformity with information furnished to the Company or an Underwriter by or on behalf of such Selling Stockholder specifically (x) for use in connection with the preparation thereof, such Selling Stockholder hereby makes of the same representations and warranties with respect to such information as the Company makes under paragraph 1(bRegistration Statement or (y) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth inclusion in the Registration Statement, the Time of Sale Prospectus and General Disclosure Package or the Prospectus.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder. Stockholder (b) The execution and delivery by such Selling Stockholder ofother than, if applicable, the Company and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene Underwriters) has used or referred to any “free writing prospectus” (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustas defined in Rule 405), (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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability relating 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, 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. (cb) Such Selling Stockholder has, and on immediately prior to the Closing Date on which such Selling Stockholder is selling the Shares, such Selling Stockholder will have, good and 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 hereunder on such Closing Date free and clear of all security interestsliens, claims, liensencumbrances, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Sharesclaims. (dc) Upon payment by the Underwriters for the Shares to be sold by such Selling Stockholder pursuant to this AgreementStockholder, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry 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 the Underwriters have notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (Ai) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (Biii) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for . For purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (xA) 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, by-laws bylaws and applicable law, (yB) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (zC) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (d) Such Selling Stockholder has full right, power and authority, corporate or otherwise, to enter into this Agreement. (e) In respect of any statements in or omissions from the Registration StatementThis Agreement has been duly and validly authorized, the Time of Sale Prospectus or the Prospectus made in reliance upon executed and in conformity with information furnished to the Company delivered by or on behalf of such Selling Stockholder. (f) The execution, delivery and performance of this Agreement by such Selling Stockholder specifically and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, (ii) result in any violation of the provisions of the charter or by-laws or deed of trust (or similar organizational documents) of such Selling Stockholder, or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property or assets of such Selling Stockholder. (g) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property or assets of such Selling Stockholder is required for use the execution, delivery and performance of this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the preparation thereof, such Selling Stockholder hereby makes purchase and sale of the same representations and warranties Shares by the Underwriters. (h) All material information with respect to such information Selling Stockholder contained in each of the Registration Statement, the Prospectus and the Pricing Disclosure Package (as amended and supplemented, if the Company makes under paragraph 1(bshall have filed with the Commission any amendment or supplement thereto) hereof(i) complied and will comply in all material respects with all applicable provisions of the Securities Act and the Rules and Regulations, it being understood (ii) contains and agreed that such information consists only will contain all statements of its name material fact required to be stated therein in accordance with the Securities Act and the Rules and Regulations, and (iii) does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Such Selling Stockholder is not prompted to sell the Shares by any material non-public information relating to the business, results of operations or prospects of the Company and its holdings subsidiaries of Common Stock (including for the avoidance of doubt an adverse nature that information set forth in the footnotes is required to the beneficial ownership table in “Selling Stockholders”) as set forth be disclosed in the Registration Statement, the Time of Sale Prospectus and Pricing Disclosure Package or the Prospectus. For this purpose, information that is set forth or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus or that otherwise has been made publicly available about the Company shall be deemed to be public information, and any opinion or conclusion that a Selling Stockholder may hold, or analysis performed by a Selling Stockholder, in its capacity as an investor about the business, results of operations or prospects of the Company and its subsidiaries shall not be information that relates to the business, results of operations or prospects of the Company. (i) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (j) The sale of the Shares by such Selling Stockholder does not violate any of the Company’s internal policies regarding the sale of stock by its affiliates. Any certificate signed by any officer of any 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, as to matters covered thereby, to the Underwriters.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, Stockholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement does not, and, as of the Closing Date, will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustcorporation), (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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No 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 AgreementAgreement 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. (c) The performance by such Selling Stockholder of this Agreement, as of the Closing Date, will not contravene any agreement or other instrument binding upon such Selling Stockholder. (d) Such Selling Stockholder hasStockholder, and on the Closing Date Date, will have, have valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (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 and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (de) Upon As of the Closing Date and upon payment by the Underwriters for the Shares to be sold by such Selling Stockholder Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry 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 Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.of

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and Computershare Inc., as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the 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 hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustcorporation), (iii) or 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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No 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 AgreementAgreement 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. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the 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 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 by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (ef) In respect Such Selling Stockholder is not prompted by any information concerning the Company which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (g) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements in or omissions from therein not misleading, (ii) the Registration StatementStatement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus Prospectus, as then amended or supplemented by the Prospectus made in reliance upon and in conformity with information furnished Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereofstatements therein, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to light of the beneficial ownership table in “Selling Stockholders”circumstances under which they were made, not misleading, (iv) as set forth in the Registration Statementeach 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 (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, except that the representations and warranties set forth in this paragraph 2(g) only apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to such Selling Stockholder furnished by such Selling Stockholder to the Company in writing expressly for use therein which shall consist of the statements set forth under the caption “Principal and Selling Stockholders” in the Prospectus and Time of Sale Prospectus (the Prospectus“Selling Stockholder Information”).

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointlyto the extent applicable, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement Agreement, will not contravene (i) any provision of applicable law, law or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (iii) any agreement or other instrument binding upon such Selling Stockholder that is material to such Selling Stockholder and its subsidiaries taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, except in the case of clauses (i), (iii) and (iv) above, where such contravention as would not, singly or in the aggregate, not have a material adverse effect on such Selling Stockholder’s ability to perform Stockholder and its obligations under this Agreement. No subsidiaries taken as a whole, 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, except such those which have been obtained or made, and as may be required by rules of the National Association of Securities Dealers, Inc., or by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares, and except for those the failure of which to obtain would not have a material adverse effect on such Selling Stockholder and its subsidiaries taken as a whole. (c) Such Selling Stockholder hashas (with respect to the Class B common stock owned by such Selling Stockholder prior to the conversion of such Class B common stock to Class A common stock), and on the Closing Date will havehave (with respect to the Shares), valid title to, or a “valid "security entitlement” " within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “"UCC”") in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the Underwriters 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”"CEDE") or such other nominee as may be designated by The the Depository Trust Company (“"DTC”"), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters maintained at DTC Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) UCC to such Shares), (A) DTC shall be a "protected purchaser" of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (BC) no action 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 Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s 's share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “"clearing corporation” " within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at Underwriter on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of Such Selling Stockholder is not prompted by any statements information concerning the Company or its subsidiaries which is not set forth in the Prospectus or omissions from the otherwise has been publicly disclosed by such Selling Stockholder to sell its Shares pursuant to this Agreement. (f) 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 Time of Sale Prospectus or statements therein not misleading, and the Prospectus made 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 reliance the light of the circumstances under which they were made, not misleading, PROVIDED that the representations and warranties set forth in this paragraph 2(j) are limited to statements or omissions based upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and or any amendments or supplements thereto (such information collectively, the Prospectus"SELLING STOCKHOLDER INFORMATION").

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and [ ], as Custodian, relating to the deposit of the Shares to be sold by such Stockholder (the “Custody Agreement”) and the 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 hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustcorporation), or (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, except in the case of clauses (i), (iii) and (iv) above, where such contravention as would not, singly individually or in the aggregate, reasonably be expected to have a material adverse effect on such the ability of the Selling Stockholder’s ability Stockholder to perform its obligations under consummate the transactions contemplated by this Agreement. No , 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 of its obligations under this AgreementAgreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as have been obtained and made under the Securities Act or such as may be required by the Exchange Act or the rules and regulations thereunder or may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the 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 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 the effects of 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 by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (ef) In respect Such Selling Stockholder has delivered to Xxxxxx Xxxxxxx an executed lock-up agreement in substantially the form attached hereto as Exhibit A. (g) Such Selling Stockholder is not prompted to sell by any material information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (h) The Registration Statement, when it became effective, did not contain and, as 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 state a material fact required to be stated therein or necessary to make the statements therein not misleading; 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; 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 the Prospectus as of its date does not contain and, as amended or supplemented, if applicable, will, as of the date of such amendment or supplement, 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 to statements or omissions from 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 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 Registration Statement, the Time of Sale Prospectus or any Prospectus in the Prospectus made in reliance upon table (and in conformity corresponding footnotes) under the caption “Principal and Selling Stockholders” (with information furnished respect to each Selling Stockholder, the “Selling Stockholder Information”). (i) (i) None of such Selling Stockholder or any of its subsidiaries, or, to the Company knowledge of such Selling Stockholder, any director, officer, employee, agent, representative or controlled affiliate thereof, is a Person that is, or is controlled or 5% or more owned by one or more Persons that are: (A) the target of any Sanctions, or (B) located, organized or resident in a country or territory that is the target of comprehensive Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Unless authorized by applicable laws and regulations, or a license, license exception, or other governmental authorization, and except to the extent permissible for a U.S. person or other Person to comply with Sanctions, 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 target of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) For the past five years, such Selling Stockholder has not knowingly engaged in, and is not now knowingly engaged in, any unauthorized 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 target of Sanctions. (a) None of such Selling Stockholder or its subsidiaries, or, to the knowledge of such Selling Stockholder, any director, officer, employee, agent, representative, or controlled affiliate thereof, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) such Selling Stockholder and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and, if such Selling Stockholder is a business entity, such Selling Stockholder and its subsidiaries have instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) neither the Selling Stockholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (v) If such Selling Stockholder is a business entity, the operations of such Selling Stockholder 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. (j) Such Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (k) No stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other taxes or duties are payable by or on behalf of the Underwriters, the Company or any of its subsidiaries in any non-U.S. jurisdiction in which such Selling Stockholder specifically for use is a citizen, resident or doing business, or to any taxing authority thereof or therein in connection with (i) the preparation thereofexecution, such delivery or consummation of this Agreement, (ii) the sale and delivery of the Shares to the Underwriters or purchasers procured by the Underwriters, or (iii) the resale and delivery of the Shares by the Underwriters in the manner contemplated herein. (l) Such Selling Stockholder hereby makes has the same representations power to submit, and warranties with respect pursuant to such information as the Company makes under paragraph 1(bSection 21(a) hereofhas, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in “Selling Stockholders”) as set forth Section 21(a)), and has the power to designate, appoint and empower, and pursuant to Section 21(b), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any of the Registration Statement, the Time of Sale Prospectus and the ProspectusSpecified Courts.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Stock Custody Agreement signed by such Selling Stockholder and Computershare Inc., as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the 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 hereby and by the Registration Statement (the “Power of Attorney”), will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or organization, by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation corporation, partnership, limited liability company or other business entity or trust), (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 clauses (i), (iii) and (iv) above, where any such contravention would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No , 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 AgreementAgreement 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 jurisdictions or the rules and regulations of FINRA, the Securities Act or the Exchange Act in connection with the offer and sale of the SharesShares or such as may have previously been made or obtained. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the 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 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 by the Underwriters for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery (within the meaning of Section 8-301 of the UCC) of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry 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 Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, ” (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that that, when such payment, delivery and crediting occur, (xw) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (yx) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC, (y) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC and (z) appropriate book entries crediting the Shares to the “securities accounts intermediary’s jurisdiction” of the several Underwriters maintained at DTC will have been made on records DTC, for purposes of DTC pursuant to Section 8-501 110(e) of the UCC. As used , will be New York. (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. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (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 the representations and warranties set forth in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e2(g) In respect of any are limited to statements in or omissions from made in reliance upon, and in conformity with, information relating to such Selling Stockholder furnished to the Company 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 the Prospectus made in reliance upon and in conformity with information furnished to the Company by any amendments or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information supplements thereto (as the Company makes under paragraph 1(b) hereofapplicable), it being understood and agreed that the only such information consists only of its the legal name and any address of such Selling Stockholder and the information relating to its holdings of Common Stock (including for and corresponding footnotes) under the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in caption “Principal and Selling Stockholders”) as set forth ” in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus (the “Selling Stockholder Information”).

Representations and Warranties of the Selling Stockholders. Each of the Selling StockholderStockholders severally, severally and not jointly, represents and warrants to to, and agrees with each of with, the several Underwriters that: (a) This Agreement Such Selling Stockholder has been duly authorizedorganized and is validly existing and in good standing as a corporate or partnership entity under the laws of its jurisdiction of organization. (b) The execution, executed delivery and delivered performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of or constitute a default under any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which such Selling Stockholder is a party or by which it or any of its properties is or may be bound, the certificate of limited partnership, the agreement of limited partnership, the certificate of incorporation, bylaws or other applicable organizational documents of such Selling Stockholder, or any law, order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder, or any of its properties or will result in the creation of a lien, except for such liens that individually and in the aggregate would not have a material adverse effect on behalf the financial condition of such Selling Stockholder. (bc) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or order of, of any court or qualification with, any governmental agency or body or agency is required for the performance consummation by such Selling Stockholder of its obligations under the transactions contemplated by this Agreement, except such as may be required by the National Association of Securities Dealers, Inc. (the "NASD") or under the Securities Act or the securities or "Blue Sky Sky" laws of the various states any jurisdiction in connection with the offer purchase and sale distribution of the SharesStock by the Underwriters. (cd) Such Selling Stockholder has, has the full applicable corporate or partnership power and on the Closing Date will have, valid title to, or a “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, authority to enter into this Agreement and to sellperform its obligations hereunder and thereunder, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the 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 Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry Agreement has been duly 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.validly

Representations and Warranties of the Selling Stockholders. (a) Each Selling Stockholder, severally and not jointly, represents and warrants to to, and agrees with each of with, the Underwriters thatas follows: (ai) This Agreement has been duly authorized, executed and delivered by or on behalf such Selling Stockholder, and constitutes a valid, legal and binding obligation of such Selling Stockholder. (b) , enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The execution execution, delivery and delivery by such Selling Stockholder performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, and the performance by such Selling Stockholder of its obligations or constitute a default under, this Agreement will not contravene (i) any provision of applicable lawstatute, (ii) the certificate of incorporation agreement or by-laws or other organizational documents of such Selling Stockholder (if instrument to which such Selling Stockholder is a corporation party or other business entity by which it is bound or trust)to which any of its property is subject, (iii) or any agreement or other instrument binding upon such Selling Stockholder or (iv) any judgmentorder, order rule, regulation or decree of any court or governmental body, agency or court body having jurisdiction over such Selling StockholderStockholder or any of its properties, except, in the case of clauses (i), (iii) except for violations and (iv) above, where such contravention would not, singly defaults that individually or in the aggregate, have aggregate would not reasonably be expected to result in a material adverse effect on in such Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or order of, or qualification filing with, any court or governmental agency or body or agency is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the sale of the Option Securities by such Selling Stockholder of its obligations under this AgreementStockholder, except such as may be required by under the Exchange Act, the 1933 Act, state securities or Blue Sky laws blue sky laws, the bylaws, rules and regulations of FINRA or the bylaws, rules and regulations of the various states in connection with the offer Nasdaq Capital Market; and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a “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 has the power 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, authority to enter into this Agreement and to sellsell the Option Securities as contemplated by this Agreement. (ii) Except as disclosed in writing to the Representative, transfer such Selling Stockholder is, on the date hereof, the record and deliver beneficial owner of all of the Shares Option Securities to be sold by the Selling Stockholder hereunder free and clear of all liens, encumbrances, equities and claims and has duly indorsed such Option Securities in blank or has duly signed a stock power assigning all right, title and interest to the Option Securities to be sold by such Selling Stockholder or a security entitlement Stockholder, with all signatures appropriately guaranteed by an eligible guarantor institution with membership in respect of such Sharesan approved medallion guaranty program pursuant to Rule 17Ad-15 under the Exchange Act. (diii) Upon payment by On the Underwriters for the Shares applicable Closing Date, all stock transfer or other taxes (other than income taxes) that are required to be sold paid in connection with the sale and transfer 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters Option Securities will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; fully paid or provided for purposes of this representation, by such Selling Stockholder may assume that when and all laws imposing such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC taxes will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCCfully complied with. (eiv) In respect Such Selling Stockholder, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any statements of the economic consequences of ownership of the Option Securities, except as has been previously disclosed in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished writing to the Company Representative. (v) Such Selling Stockholder represents and warrants that it has not prepared or had prepared on its behalf or used or referred to any “free writing prospectus” (as defined in Rule 405 of the Act) and further represents that it has not distributed and will not distribute any written materials in connection with the offer or sale of the Option Securities that could otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed with the Commission or retained under Rule 433 of the Act. (vi) All information relating to such Selling Stockholder furnished by or on behalf of such Selling Stockholder specifically in writing expressly for use in the Registration Statement, the General Disclosure Package or any Prospectus, as the case may be, is as of the Closing Date, true, correct, and complete in all material respects, and does not, and will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading. In addition, such Selling Stockholder confirms as accurate the number of shares of Common Stock set forth opposite such Selling Stockholder’s name in the General Disclosure Package and any Prospectus under the caption “Selling Shareholders” (both prior to and after giving effect to the sale of the Option Securities). (vii) Such Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in an offering contemplated by this Agreement, except for such rights that have been satisfied in connection with the preparation thereof, such Offering or waived. (viii) Such Selling Stockholder hereby makes has not taken and will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the same representations and warranties with respect to such information as price of any security of the Company makes under paragraph 1(bto facilitate the sale or resale of the Option Securities in violation of the Act or the Exchange Act. (ix) hereof, it being understood and agreed that such information consists only of its name and any information relating Such Selling Stockholder is not prompted to its holdings sell shares of Common Stock (including for by any information concerning the avoidance of doubt Company that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as is not set forth in the Registration Statement, the Time of Sale Prospectus and General Disclosure Package or the Final Prospectus.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants as to and in respect of itself to, and agrees with each as to and in respect of itself with, the Underwriters Underwriter that: (a) This Agreement Such Selling Stockholder has been duly authorized, executed organized and delivered by or on behalf is validly existing as a limited partnership in its jurisdiction of such Selling Stockholderformation. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, under this Agreement will not contravene result in any violation of (i) any provision of applicable law, (ii) the certificate provisions of incorporation or by-laws or other organizational documents any of the Organizational Documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)Stockholder, (iii) any agreement or other instrument binding upon such Selling Stockholder Stockholder, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, except that in the case of clauses (i), ) and (iii) and (iv) above, where such contravention as would not, singly individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder’s ability Stockholder to perform its obligations under consummate the transactions contemplated by this Agreement. ; (c) 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, 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. (cd) This Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (e) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (df) Upon payment by the Underwriters 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters maintained at DTC Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)Securities, (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at Underwriter on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (eg) In respect of any statements in or omissions from (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, the Time of Sale Prospectus 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, as of its date and as of the Closing Date, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this subsection are limited in all respects to statements or omissions of material facts made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereofTime of Sale Prospectus, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as Prospectus or the Company makes under paragraph 1(b) hereof, Registration Statement; it being understood and agreed that such information furnished by such Selling Stockholder consists only of its name (A) the legal name, address and any the number of shares of common stock of the Company owned by such Selling Stockholder and (B) the other information relating (excluding percentages) with respect to its holdings of Common Stock (including for the avoidance of doubt that information set forth such Selling Stockholder which appear in the footnotes to table (and corresponding footnotes) under the beneficial ownership table in captions “Principal and Selling Stockholders”) as set forth ” in the Registration Statement, the Prospectus and the Time of Sale Prospectus (the information described in clauses (A) and (B) the Prospectus“Selling Stockholder Information”). (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 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. (i) Such Selling Stockholder has not prepared or had prepared on its behalf or used or referred to, any “free writing prospectus” (as defined in Rule 405), and has not distributed any written materials in connection with the offer or sale of the Shares. (j) The operations of such Selling Stockholder are and have been conducted in compliance with all applicable Anti-Money Laundering Laws in all material respects, 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 best knowledge of such Selling Stockholder, threatened. (k) (i) Neither such Selling Stockholder, nor, to the knowledge of such Selling Stockholder, any director, officer, employee of such Selling Stockholder, is a Person that is, or is owned or controlled by a Person that is: (A) the subject or target of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, Libya, North Korea, Sudan and Syria); (ii) Such Selling Stockholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, any Custody Agreement signed by such Selling Stockholder and the Company, as such Selling Stockholder’s custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and any Power of Attorney appointing individuals as such Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) (to the extent such Selling Stockholder is a party to a Custody Agreement and a Power of Attorney) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustcorporation), (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 clauses (i), (iii) Stockholder and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No 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 AgreementAgreement or the Custody Agreement or the Power of Attorney of such Selling Stockholder (to the extent such Selling Stockholder is a party to a Custody Agreement and a Power of Attorney), 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, and except, in the case of clauses (i), (iii) and (iv), for contraventions that would not adversely affect the ability of such Selling Stockholder to perform its obligations hereunder and under the Custody Agreement and the Power of Attorney (to the extent such Selling Stockholder is a party to a Custody Agreement and a Power of Attorney). (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the 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 (to the extent such Selling Stockholder is a party to a Custody Agreement and a Power of Attorney) and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) 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 (to the extent such Selling Stockholder is a party to a Custody Agreement and a Power of Attorney). (e) Upon payment by the 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 Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (ef) In respect Such Selling Stockholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus and the Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iii) the Prospectus does 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 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) apply only to statements or omissions from in the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereoftherein, 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 Shares offered by such Selling Stockholder, address of such Selling Stockholder, other information consists only of its name and any information relating with respect to its holdings of Common Stock such Selling Stockholder (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”excluding percentages) as set forth which appears in the Registration Statement, the Time of Sale Prospectus or the Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders”, and the Prospectusterms of any expected disgorgement of profits pursuant to Section 16(b) of the Exchange Act by such Selling Stockholder (such Selling Stockholder’s “Selling Stockholder Information”). (j) Such Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended, or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, Stockholder represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorizedSubject to the distribution by each of HM/Berg Xxxtners, executed L.P., HM/Connectors, L.P., HM/Berg/XX Partners, L.P., HM/Berg/XXX Partners, L.P. and delivered HM/Berg/XX Partners, L.P. of all of the shares of Common Stock owned of record by or on behalf of each such entity prior to the Closing, such Selling StockholderStockholder shall be the lawful owner of the Firm Shares to be sold by such Selling Stockholder pursuant to this Agreement, and on the Closing Date will have good and clear title to all Firm Shares to be sold on any such date, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever. (b) The execution Upon delivery of and delivery by payment for such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability Firm Shares pursuant 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, except good and clear title to such as may be required by Firm Shares will pass to the securities or Blue Sky laws Underwriters, free of the various states in connection with the offer all restrictions on transfer, liens, encumbrances, security interests and sale of the Sharesclaims whatsoever. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title tofull legal right, or a “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 power 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, authority to enter into this Agreement and to sell, assign, transfer and deliver the Firm Shares to be sold in the manner provided herein. This Agreement has been duly authorized, executed and delivered by such Selling Stockholder or and is a security entitlement in respect valid and binding agreement of such Shares. (d) Upon payment by the 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 Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry enforceable in accordance with its certificate of incorporationterms, by-laws except as rights to indemnity and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.contribution

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, Stockholder represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) Such Selling Stockholder now has, and on the Closing Date and any Option Closing Date, if applicable, will have, valid and marketable title to the Selling Stockholder Shares to be sold by such Selling Stockholder, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer. (b) Such Selling Stockholder now has, and on the Closing Date and any Option Closing Date, if applicable, will have, full legal right, power and authorization, and any approval required by law, to sell, assign, transfer and deliver such Selling Stockholder 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 Stockholder. (bd) The Neither the execution and delivery of this Agreement or the Custody Agreement by or on behalf of such Selling Stockholder of, and nor the performance consummation of the transactions herein or therein contemplated by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents on behalf of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (iiii) requires 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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a 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 filing or registration with, any court, regulatory body, administrative agency or other governmental body body, agency or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, official (except such as may be required by under the Act or such as may be required under state securities or Blue Sky laws of governing the various states in connection with the offer purchase and sale distribution of the Shares) or (ii) conflicts or will conflict with or constitutes or will constitute a breach of, or default under, or violates or will violate, any agreement, indenture or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is or may be bound or to which any of 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, except for any such conflicts, breaches, defaults, liens, charges or encumbrances under clause (ii), which would not, individually or in the aggregate, be reasonably likely to impair the validity, enforceability or rights of the Underwriters pursuant to this Agreement or the Custody Agreement. (ce) The information pertaining to such Selling Stockholder provided to the Company for inclusion under the caption "Principal and Selling Stockholders" in the Registration Statement and the Prospectus, 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. (f) Such Selling Stockholder hasdoes 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 haveand, valid title to, or a “security entitlement” within to the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by extent that such Selling Stockholder free Stockholders sell Additional Shares, on any Option Closing Date will be, 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 security entitlement in respect of such Sharescorrect. (dh) Upon payment by Such Selling Stockholder has not taken, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the Underwriters price of the Common Stock to facilitate the sale or resale of the Shares, except 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”), registration of such Shares lock-up arrangements described in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Representations and Warranties of the Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, represents and warrants to and agrees with each of the Underwriters and the ZoomInfo Parties that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement and the consummation of the Exchange Transactions and the other transactions contemplated by this Agreement by such Selling Stockholder will not contravene any provision of (i) any provision of applicable law, (ii) with respect to each Selling Stockholder other than a natural person, the certificate of incorporation charter or by-laws or other similar organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)Stockholder, (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, exceptexcept any such contravention that, in the case of clauses (i), (iii) and (iv) above), where such contravention would not, singly or in the aggregate, have a impair in any material adverse effect on respect the ability of any such Selling Stockholder’s ability Stockholder to perform consummate its obligations under this Agreement. No hereunder; and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Stockholder of its obligations under this Agreement and the consummation of the Exchange Transactions and the other transactions contemplated by this Agreement, except for (i) registration under the Securities Act of the Shares, (ii) such as shall have been obtained or waived prior to the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations, orders or qualifications would not impair, in any material respect, the consummation by such Selling Stockholder of the transactions contemplated by this Agreement, (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA and (iv) such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer purchase and sale distribution of the SharesShares by the Underwriters. (c) Such Selling Stockholder has, and on the Closing Date will have, after giving effect to the applicable Exchange Transactions, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder on the Closing Date, free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 8105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8303 of the UCC, (B) under Section 8-501 8501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 8102 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 and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporationAmended and Restated Charter, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 8102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect Such Selling Stockholder has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (f) 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; 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, 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; 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; the Prospectus, as of its date, does not contain, as amended or supplemented, if applicable, as of the date of such amendment or supplement will not contain, and, as then amended or supplemented by the Company, if applicable, as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) when they were or are filed with the Commission, none of the documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Prospectus contained or will contain any untrue statement of a material fact or omitted or will 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 apply only to statements or omissions from in the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information relating to any Selling Stockholder furnished to the Company in writing by or on behalf of any such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereoftherein, it being understood and agreed that the only such information furnished by or on behalf of any Selling Stockholder consists only of its name (i) the legal name, address and any the number of shares owned by such Selling Stockholder and (ii) the other information relating (excluding percentages) with respect to its holdings of Common Stock (including for the avoidance of doubt that information set forth such Selling Stockholder which appears in the footnotes to table (and corresponding footnotes) under the beneficial ownership table in caption “Principal and Selling Stockholders”) as set forth ” in the Registration Statement, the Time of Sale Prospectus or the Prospectus (the “Selling Stockholder Information”). (g) Other than the Registration Statement, the preliminary prospectus and the Prospectus, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any free writing prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents identified in Schedule III hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (h) With respect to each Selling Stockholder other than a natural person, such Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of its respective jurisdiction of organization. (i) With respect to each Selling Stockholder other than a natural person, such Selling Stockholder is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Code or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (j) Such Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder, or in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or organization, by the dissolution of such partnership, corporation or organization, 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, corporation or similar organization should be dissolved, or if any other event should occur, before the delivery of the Shares hereunder, book-entry entitlements representing such Shares shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement.

Representations and Warranties of the Selling Stockholders. Each ---------------------------------------------------------- Selling Stockholder, severally and not jointly, Stockholder represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) Such Selling Stockholder now has, and on the Closing Date and any Option Closing Date will have, valid and marketable title to the Shares to be sold by such Selling Stockholder, free and clear of any lien, mortgage, pledge, charge, equity, claim, security interest or other encumbrance, including, without limitation, any restriction on 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 good and marketable title to such Shares free and clear of any lien, mortgage, pledge, charge, equity, claim, security interest, or other encumbrance of any kind. (c) This Agreement has and the Custody Agreement have been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution Stockholder and delivery by such Selling Stockholder of, are the valid and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents binding agreements of such Selling Stockholder (if enforceable against such Selling Stockholder is a corporation in accordance with their terms. (d) Neither the execution and delivery of this Agreement or other business entity the Custody Agreement by or trust), (iii) any agreement or other instrument binding upon on behalf of such Selling Stockholder nor the consummation of the transactions herein or (iv) any judgment, order therein contemplated by or decree on behalf of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, in the case of clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No Stockholder requires any consent, approval, authorization or order of, or qualification filing or registration with, any court, regulatory body, administrative agency or other governmental body body, agency or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, official (except such as may be required by under the Act or such as may be required under state securities or Blue Sky laws of governing the various states in connection with the offer purchase and sale distribution of the Shares) or conflicts or will conflict with or constitutes or will constitute a breach of, or default under, or violates or will violate, any agreement, indenture or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is or may be bound or to which any of 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. (ce) The Registration Statement and the Prospectus, insofar as they relate to such Selling Stockholder, do 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. (f) Such Selling Stockholder hasdoes 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 havebe, valid title to, or a “security entitlement” within the meaning true and correct. Certificates for all of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the Underwriters for the Shares to be sold by such Selling Stockholder Stockholders pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of such Sharestransfer or assignment in blank with signatures guaranteed, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered placed in custody with the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance Custodian with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the irrevocable unconditional instructions to deliver such Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCCAgreement. (eh) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Such Selling Stockholder specifically for use has not taken, and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in connection with stabilization or manipulation of the preparation thereof, such Selling Stockholder hereby makes price of the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including to facilitate the sale or resale of the Shares, except for the avoidance of doubt that information set forth lock-up arrangements described in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, Stockholder severally and not jointly, represents and warrants to the Underwriter as of the date hereof, and as of the Closing Date (defined herein) and each Option Closing Date (defined herein) and severally agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trustcorporation), (iii) or 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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No 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, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the Underwriters 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters maintained at DTC Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at Underwriter on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect Such Selling Stockholder (other than The MBZ Charitable Remainder Unitrust, Linde Family Foundation and Xxxxx Xxxxxxxxxxx) has no reason to believe that the representations and warranties of the Company contained in Section 1 are not true and correct, is familiar with the Registration Statement and Prospectus and has no knowledge of any statements material fact, condition or information not disclosed in the Prospectus that has had, or omissions from may have, a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. Such Selling Stockholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Prospectus to sell its Shares pursuant to this Agreement. (f) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the Registration Statement, Statement and the Time of Sale Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Prospectus Securities Act and the applicable rules and regulations of the Commission thereunder; provided that the representations and warranties set forth in this paragraph 2(f) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectusor any amendments or supplements thereto.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholder, severally and not jointly, Stockholders represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations underunder this Agreement, this Agreement will not contravene (i) any provision of applicable law, (ii) or the certificate of incorporation or by-laws limited partnership, limited partnership agreement or other organizational documents (if any) of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No 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, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder hashas the full right and partnership power, and on no authorizations, approvals, consents or orders are required by law or by any court or government agency or body (except such as may have been obtained under the Closing Date will have, valid title to, Securities Act or a “security entitlement” within the meaning of Section 8-501 securities or blue sky laws or any jurisdiction in connection with the purchase and distribution of the New York Uniform Commercial Code Shares by the Underwriter and such other approvals as have been obtained) or, if applicable, under its organizational documents, to enter into this Agreement, and to sell, transfer and deliver all of the Shares which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with and perform its other obligations hereunder and thereunder. (d) Such Selling Stockholder is the “UCC”) in respect of, record and beneficial owner of the Shares to be sold by such Selling Stockholder hereunder and, to such Selling Stockholder's knowledge, such Shares are free and clear of all security interests, claims, liens, encumbrances, equities or other encumbrances and claims whatsoever and, assuming that the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment by the 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 Depository Trust Company (“DTC”), registration of Underwriter purchases such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters maintained at DTC (assuming that neither DTC nor without any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code of the State of New York ("UCC) to ")), upon the sale and delivery of, and payment for, such Shares as provided herein, the Underwriter will own such Shares), free and clear of all liens, encumbrances, equities and claims whatsoever. (Ai) under Section 8-501 The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the 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 UCCcircumstances under which they were made, not misleading, except that the Underwriters will acquire a security entitlement representations and warranties set forth in respect of such Shares and (Bthis paragraph 2(e) no action only apply to statements or omissions in the Registration Statement or the Prospectus based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, upon information relating 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 and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectustherein.

Representations and Warranties of the Selling Stockholders. Each of the Selling StockholderStockholders hereby represents and warrants, severally and not jointly, represents and warrants to and agrees with each of the Underwriters thatUnderwriter as follows: (a) This Each of this Agreement and the Lock-Up Agreement has been duly authorized, executed and delivered by or on behalf of such the Selling Stockholder and, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes the valid and legally binding agreement of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. (b) The execution and delivery by such the Selling Stockholder of, of this Agreement and the performance by such the Selling Stockholder of its obligations under, under this Agreement (i) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation statute, regulation or by-laws filing or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (iii) any agreement or other instrument binding upon such the Selling Stockholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such the Selling Stockholder, except, in the case of clauses (i), (iiiii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No does not require any consent, approval, authorization or order of, of or qualification with, registration or filing with any court or governmental agency or body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreementhaving jurisdiction over it, 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 SharesShares which have been or will be effected in accordance with this Agreement and (iii) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Stockholder pursuant to the terms of any agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder may be bound or to which any of the property or assets of the Selling Stockholder is subject. (c) Such The Selling Stockholder has, and on the Firm Shares Closing Date will have, valid title to, or a “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, to the Shares to be sold by such the Selling Stockholder free and clear of all any lien, claim, security interests, claims, liens, equities interest or other encumbrances and encumbrance, including any restriction on transfer (other than the legal right and powerinterests of the several Underwriters under this Agreement). (d) The Selling Stockholder has, and all authorization on the Firm Shares Closing Date will have, full legal right, power and authorization, and any approval required by law, law (except such additional steps as may be necessary to enter into this Agreement and to sell, transfer and deliver qualify the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment it for public offering by the Underwriters under the state securities or Blue Sky laws), to (e) Assuming the Underwriters are "protected purchasers" (as defined under Section 8-303 of the New York Commercial Code, upon delivery by the Selling Stockholder of the certificates for the Shares to be sold by such Selling Stockholder it pursuant to this Agreement, delivery of such Shares, as directed Agreement against payment therefor by the Underwriters, to Cede & Co. (“Cede”) or such other nominee several Underwriters as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCCprovided hereunder, the several Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on free of any “"adverse claim”, claims" 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 and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCCNew York Commercial Code. (ef) In respect of any statements All information relating to the Selling Stockholder furnished in or omissions from writing by the Selling Stockholder expressly for use in the Registration StatementStatement and Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make the Time information therein, in light of Sale Prospectus or the circumstances under which it was made, not misleading. The Company and the Underwriters acknowledge that the statements, if any, relating to the Selling Stockholder under the captions "Principal and Selling Stockholders" and "Certain Transactions" in the Registration Statement and the Prospectus made in reliance upon and in conformity with constitute the only information furnished to the Company by or on behalf of such Selling Stockholder specifically for use inclusion in connection with the preparation thereof, such Registration Statement or Prospectus. (g) The Selling Stockholder hereby makes has reviewed the same representations Registration Statement and warranties with respect Prospectus and, although the Selling Stockholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to such the attention of the Selling Stockholder that would lead the Selling Stockholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date, the Prospectus contained, and on each Closing Date contains, any untrue statement of a material fact or omitted or omits 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. (h) The sale of Shares by the Selling Stockholder pursuant to this Agreement is not prompted by the Selling Stockholder's knowledge of any material non-public information as concerning the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of or its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information Subsidiaries which is not set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (i) The Selling Stockholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants as to and in respect of itself to, and agrees with each as to and in respect of itself with, the Underwriters Underwriter that: (a) This Agreement Such Selling Stockholder has been duly authorized, executed organized and delivered by or on behalf is validly existing as a limited partnership in its jurisdiction of such Selling Stockholderformation. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, under this Agreement will not contravene result in any violation of (i) any provision of applicable law, (ii) the certificate provisions of incorporation or by-laws or other organizational documents any of the Organizational Documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)Stockholder, (iii) any agreement or other instrument binding upon such Selling Stockholder Stockholder, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, except that in the case of clauses (i), ) and (iii) and (iv) above, where such contravention as would not, singly individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder’s ability Stockholder to perform its obligations under consummate the transactions contemplated by this Agreement. ; (c) 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, 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. (cd) This Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (e) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (df) Upon payment by the Underwriters 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”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters maintained at DTC Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)Securities, (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at Underwriter on the records of DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (ei) In respect of any statements in or omissions from 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, the Time of Sale Prospectus 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, as of its date and as of the Closing Date, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this subsection are limited in all respects to statements or omissions of material facts made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company by or on behalf of such Selling Stockholder specifically expressly for use in connection with the preparation thereofTime of Sale Prospectus, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as Prospectus or the Company makes under paragraph 1(b) hereof, Registration Statement; it being understood and agreed that such information furnished by such Selling Stockholder consists only of its name (A) the legal name, address and any the number of shares of common stock of the Company owned by such Selling Stockholder and (B) the other information relating (excluding percentages) with respect to its holdings of Common Stock (including for the avoidance of doubt that information set forth such Selling Stockholder which appear in the footnotes to table (and corresponding footnotes) under the beneficial ownership table in captions “Principal and Selling Stockholders”) as set forth ” in the Registration Statement, the Prospectus and the Time of Sale Prospectus (the information described in clauses (A) and (B) the Prospectus“Selling Stockholder Information”). (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 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. (i) Such Selling Stockholder has not prepared or had prepared on its behalf or used or referred to, any “free writing prospectus” (as defined in Rule 405), and has not distributed any written materials in connection with the offer or sale of the Shares. (j) The operations of such Selling Stockholder are and have been conducted in compliance with all applicable Anti-Money Laundering Laws in all material respects, 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 best knowledge of such Selling Stockholder, threatened. (k) (i) Neither such Selling Stockholder, nor, to the knowledge of such Selling Stockholder, any director, officer, employee of such Selling Stockholder, is a Person that is, or is owned or controlled by a Person that is: (A) the subject or target of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, Libya, North Korea, Sudan and Syria); (ii) Such Selling Stockholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Such Selling Stockholder now has, and on the Closing Date will have, valid and marketable title to the Shares to be sold by such Selling Stockholder, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer. (b) 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 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) Each of this Agreement and the Custody Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution Stockholder and delivery by such Selling Stockholder of, is a valid and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents binding agreement of such Selling Stockholder (if enforceable against such Selling Stockholder is a corporation or other business entity or trust)in accordance with its terms. By law no spousal consents are needed and no agreement, (iii) any agreement indenture or other instrument binding upon exists which would require spousal consents to effectuate the transactions contemplated by this Agreement or the Custody Agreement. (d) Neither the execution and delivery of this Agreement or the Custody Agreement by or on behalf of such Selling Stockholder nor the consummation of the transactions herein or (iv) any judgment, order therein contemplated by or decree on behalf of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, in the case of clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on such Selling Stockholder’s ability to perform its obligations under this Agreement. No Stockholder requires any consent, approval, authorization or order of, or qualification filing or registration with, any court, regulatory body, administrative agency or other governmental body body, agency or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, official (except such as may be required by under the Act or such as may be required under state securities or Blue Sky blue sky laws of governing the various states in connection with the offer purchase and sale distribution of the Shares) or conflicts or will conflict with or constitutes or will constitute a breach of, or default under, or violates or will violate, any agreement, indenture or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is or may be bound or to which any of 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. (ce) Such The representations and warranties of such Selling Stockholder hasin the Custody Agreement are, and on the Closing Date and any Option Closing Date will havebe, valid title to, or a “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 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 security entitlement in respect of such Sharescorrect. (df) Upon payment by Such Selling Stockholder has not taken, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the Underwriters price of the Common Stock to facilitate the sale or resale of the Shares, except 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”), registration of such Shares lock-up arrangements described in the name of Cede Prepricing Prospectus or such other nominee on the Company’s share registry 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for Prospectus. For purposes of this representationsection 8(f), such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares any actions taken by BT Alex. Brown Incorporated will not be deemed to have been registered in the name of Cede or another nominee designated taken, directly ox xxxirectly, by DTCPyramid Ventures, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.Inc.

Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholder, severally and not jointly, Stockholders represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (iii) the certificate of incorporation or by-laws or other organizational constitutive documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust)Stockholder, (iiiii) any applicable law or any agreement or other instrument binding upon such Selling Stockholder, except for any contraventions as would not individually or in the aggregate materially and adversely affect the consummation by such Selling Stockholder of the transactions contemplated by this Agreement or (iviii) 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) above, where such contravention would not, singly or in the aggregate, have a 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 or the Stockholders' Agreement, dated as of July 30, 1997, among the Company, Certain of its Stockholders and Certain Related Parties of Such Stockholders, except such as may be required by the Securities Act, the securities or Blue Sky laws of the various states or the securities or similar laws of any foreign jurisdiction in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, has valid title to, or a “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, 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 security entitlement in respect of such SharesStockholder. (d) Upon payment by the 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 Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC. (e) In respect of any statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation thereof, such Selling Stockholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for the avoidance of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, Stockholder represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) Such Selling Stockholder now has, and on the Closing Date will have, valid and marketable title to the Shares to be sold by such Selling Stockholder, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer. (b) 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 upon delivery of and payment for such Shares hereunder, the several Underwriters will acquire valid and mar- ketable title to such Shares free and clear of any lien, claim, security interest, or other encumbrance. (c) This Agreement has been duly authorized, executed and delivered by or on behalf such Selling Stockholder and is the valid and binding agreement of such Selling StockholderStockholder enforceable against such Selling Stockholder in accordance with its terms. (bd) The Neither the execution and delivery of this Agreement by such Selling Stockholder of, and nor the performance consummation of the transactions herein contemplated by such Selling Stockholder of its obligations under, this Agreement will not contravene (i) requires any provision of applicable law, (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other business entity or trust), (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 clauses (i), (iii) and (iv) above, where such contravention would not, singly or in the aggregate, have a 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 filing or registration with, any court, regulatory body, administrative agency or other governmental body body, agency or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, official (except such as may be required by under the Act or such as may be required under state securities or Blue Sky laws of governing the various states in connection with the offer purchase and sale distribution of the Shares. (c) Such Selling Stockholder has, and on the Closing Date or conflicts or will have, valid title toconflict with or constitutes or will constitute a breach of, or a “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect ofdefault under, the Shares or violates or will violate, any agreement, indenture or other instrument to be sold by which such Selling Stockholder free and clear is a party or by which such Selling Stockholder is or may be bound or to which any of all security interestssuch Selling Stockholder's property or assets is subject, claimsor any statute, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, rule, regulation, ruling, judgment, injunction, order or decree applicable to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect to any property or assets of such Shares. (d) Upon payment by the 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 Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to 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 Section 8-105 of the UCC) to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Shares and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the several Underwriters maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 2(d), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCCStockholder. (e) In respect The Registration Statement and the Prospectus, insofar as they relate to such Selling Stockholder, do 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 in therein not misleading. (f) Such Selling Stockholder does not have any knowledge or omissions from any reason to believe that the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus made in reliance upon and in conformity with information furnished (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 Company by or on behalf of such statements therein not misleading. (g) Such Selling Stockholder specifically for use has not taken, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in connection with stabilization or manipulation of the preparation thereof, such Selling Stockholder hereby makes price of the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of Common Stock (including for to facilitate the avoidance sale or resale of doubt that information set forth in the footnotes to the beneficial ownership table in “Selling Stockholders”) as set forth in the Registration Statement, the Time of Sale Prospectus and the ProspectusShares.