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

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally represents and warrants (at and as of the date hereof and at and as of each Delivery Date) to, and agrees with, each of the U.S. Underwriters that: (a) Such Selling Stockholder holds the Shares being sold by such Selling Stockholder hereunder and under the International Underwriting Agreement, free and clear of all liens, encumbrances, equities or claims; immediately prior to each Delivery Date such Selling Stockholder will hold the Shares being sold by such Selling Stockholder hereunder and under the International Underwriting Agreement on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto and the International Underwriting Agreement, the U.S. Underwriters and International Underwriters will hold such Shares, free and clear of all liens, encumbrances, equities or claims, assuming that such U.S. Underwriters and International Underwriters purchase such Shares in good faith and without notice of any such lien, encumbrance, equity or claim or other adverse claim within the meaning of the Uniform Commercial Code as in effect in the State of New York; (b) Such Selling Stockholder has full right, power and authority to enter into this Agreement and the International Underwriting Agreement; the execution, delivery and performance of this Agreement and the International Underwriting Agreement and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby 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 indenture, mortgage, deed of trust, loan agreement, stock option or other employee benefit plan, 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, nor will such action result in any violation of the provisions of the charter, bylaws, deed of trust, partnership agreement or other constituent documents, if any, relating to such Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or any properties of such Selling Stockholder; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by such Selling Stockholder of each of this Agreement or the International Underwriting Agreement and the consummation of the transactions contemplated hereby and thereby, except the registration under the Act of the Shares and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the U.S. Underwriters and the International Underwriters; and this Agreement and the International Underwriting Agreement have been duly authorized, executed and delivered by the Selling Stockholders; (c) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with information furnished in writing to the Company by such Selling Stockholder expressly for use therein, the Registration Statement and such Preliminary Prospectus do not, and the Prospectus and any amendments or supplements thereto will not, as of the applicable effective date or as of the applicable filing date, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (d) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder Stockholder, severally represents and not jointly, represents, warrants (at and as of the date hereof and at and as of each Delivery Date) to, and agrees with, each of the U.S. Underwriters that: (a) Such The Selling Stockholder, if a trust, is currently in existence and has not been revoked, modified or amended in any manner that would prevent the trust from entering into this Agreement. (b) Neither the Selling Stockholder holds nor any person acting on behalf of the Shares being Selling Stockholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Stock. (c) The Selling Stockholder has, and immediately prior to the Closing Date on which the Selling Stockholder is selling shares of Stock, the Selling Stockholder will have, good and marketable title to the shares of Stock to be sold by such the Selling Stockholder hereunder on such Closing Date and under any “security entitlement” within the International Underwriting Agreementmeaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims; immediately prior . (d) The Stock to each Delivery Date such be sold by the Selling Stockholder will hold hereunder is subject to the Shares being interest of the Underwriters and the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (e) Upon payment for the Stock to be sold by such Selling Stockholder hereunder and under the International Underwriting Agreement on such datepursuant to this Agreement, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto Stock, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Stock in the name of Cede or such other nominee and the International Underwriting Agreement, crediting of such Stock on the U.S. books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters and International Underwriters will hold such Shares, free and clear of all liens, encumbrances, equities or claims, (assuming that neither DTC nor any such U.S. Underwriters and International Underwriters purchase such Shares in good faith and without Underwriter has notice of any such lien, encumbrance, equity or claim or other adverse claim within the meaning of the Uniform Commercial Code as in effect in the State of New York; (b) Such Selling Stockholder has full right, power and authority to enter into this Agreement and the International Underwriting Agreement; the execution, delivery and performance of this Agreement and the International Underwriting Agreement and the consummation by such Selling Stockholder Section 8-105 of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any UCC to such Stock), (i) under Section 8-501 of the terms or provisions ofUCC, or constitute the Underwriters will acquire a default under, any indenture, mortgage, deed valid “security entitlement” in respect of trust, loan agreement, stock option or other employee benefit plan, 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 Stock and (ii) an action based on an “adverse claim” (within the meaning of Section 8-102 of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter, bylaws, deed of trust, partnership agreement or other constituent documents, if any, relating UCC) with respect to such Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or any properties of such Selling Stockholder; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by such Selling Stockholder of each of this Agreement or the International Underwriting Agreement and the consummation of the transactions contemplated hereby and thereby, except the registration under the Act of the Shares and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the U.S. Underwriters and the International Underwriters; and this Agreement and the International Underwriting Agreement have been duly authorized, executed and delivered by the Selling Stockholders; (c) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with information furnished in writing to the Company by such Selling Stockholder expressly for use therein, the Registration Statement and such Preliminary Prospectus do not, and the Prospectus and any amendments or supplements thereto will not, as of the applicable effective date or as of the applicable filing date, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (d) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.security

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally represents and warrants (at and as of the date hereof and at and as of each Time of Delivery Dateas defined in Section 4 hereof) to, and agrees with, each of the U.S. Underwriters that: (ai) Such Selling Stockholder holds the Shares being sold by such Selling Stockholder hereunder and under the International Underwriting Agreement, free and clear of all liens, encumbrances, equities or claims; immediately prior to each Time of Delivery Date such Selling Stockholder will hold the Shares being sold by such Selling Stockholder hereunder and under the International Underwriting Agreement on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto and the International Underwriting Agreement, the U.S. Underwriters and International Underwriters will hold such Shares, free and clear of all liens, encumbrances, equities or claims, Agreement assuming that such U.S. Underwriters and International Underwriters purchase such Shares in good faith and without notice of any such lien, encumbrance, equity or claim or other adverse claim within the meaning of the Uniform Commercial Code as in effect in the State of New York, the U.S. Underwriters and International Underwriters will hold such Shares, free and clear of all liens, encumbrances, equities or claims, arising as a result of action by the Selling Shareholders; (bii) Such Selling Stockholder has full right, power and authority to enter into this Agreement and the International Underwriting Agreement; the execution, delivery and performance of this Agreement and the International Underwriting Agreement and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (a) any indenture, mortgage, deed of trust, loan agreement, stock option or other employee benefit plan, 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, (b) nor will such action result in any violation of the provisions of the charter, bylaws, deed of trust, partnership agreement or other constituent documents, if any, relating to such Selling Stockholder or any statute or any order, rule or regulation of any court or governmental government agency or body having jurisdiction over such Selling Stockholder or any properties of such Selling Stockholder, except in the case of clause (a) above, for such conflicts, breaches or violations which would not, singly or in the aggregate, have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by such Selling Stockholder of each of this Agreement or the International Underwriting Agreement and the consummation of the transactions contemplated hereby and thereby, except for consents, approval, authorizations, orders, registrations or qualifications which would not singly or in the aggregate, have a Material Adverse Effect, and except the registration under the Act of the Shares and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the U.S. Underwriters and the International UnderwritersUnderwriters or by the NASD with regards to the U.S. Underwriting Agreement and the International Underwriting Agreement; and this Agreement and the International Underwriting Agreement have been duly authorized, executed and delivered by the Selling Stockholders; (ciii) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with information furnished in writing to the Company by such Selling Stockholder expressly for use therein, the Registration Statement and such Preliminary Prospectus do not, and the Prospectus and any amendments or supplements thereto will not, as of the applicable effective date or as of the applicable filing date, as the case may be, 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 no misleading; and (div) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder Stockholder, severally represents and not jointly, represents, warrants (at and as of the date hereof and at and as of each Delivery Date) to, and agrees with, each of the U.S. Underwriters as to itself that: (a) Such Selling Stockholder holds has, and immediately prior to the First Closing Date (as defined in Section 4) such Selling Stockholder will have, good and valid title to the Underwritten Shares being to be sold by such Selling Stockholder hereunder and under the International Underwriting Agreement, free and clear of all liens, encumbrances, equities or claims; immediately prior to each Delivery Date such Selling Stockholder will hold the Shares being sold by such Selling Stockholder hereunder as set forth in Schedule II hereto and under the International Underwriting Agreement on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Underwritten Shares and payment therefor pursuant hereto and the International Underwriting Agreementthereto, the U.S. Underwriters good and International Underwriters will hold valid title to such Underwritten Shares, free and clear of all liens, encumbrances, equities or claims, assuming that such will pass to the several U.S. Underwriters and the International Underwriters purchase such Shares in good faith and without notice of any such lien, encumbrance, equity or claim or other adverse claim within the meaning of the Uniform Commercial Code as in effect in the State of New York;Managers. (b) Such Selling Stockholder has duly and irrevocably executed and delivered powers of attorney (each, a "Power of Attorney") appointing one or more other persons, as attorneys- in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and the International Underwriting Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof or thereof on behalf of such Selling Stockholder. (c) Such Selling Stockholder has full right, power and authority to enter into and perform under this Agreement, the International Underwriting Agreement and the International Underwriting AgreementPower of Attorney; the execution, delivery and performance of this Agreement and Agreement, the International Underwriting Agreement and the Power of Attorney by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation in any material respect of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, stock option or other employee benefit plan, agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, nor will such action actions result in any violation in any material respect of the provisions of the charterCertificate of Incorporation or the By-laws or comparable instruments, bylawsas 11 applicable, deed of trust, or any partnership agreement or other constituent documents, if any, relating to of such Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or any properties the property or assets of such Selling Stockholder; and no consent, approval, authorization, order, filing or registration or qualification of or with with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the International Underwriting Agreement or the Power of Attorney by such Selling Stockholder of each of this Agreement or the International Underwriting Agreement and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby, except the registration under the Act of the Shares Underwritten Shares, filings pursuant to Sections 13 and 16 of the Exchange Act, and such consents, approvals, authorizations, registrations registrations, filings or qualifications as may be required under state securities or Blue Sky laws or as may be required by the laws of any country other than the United States in connection with the purchase and distribution of the Shares by the U.S. Underwriters and the International Underwriters; and this Agreement and the International Underwriting Agreement have been duly authorized, executed and delivered by the Selling Stockholders;. (cd) To the extent that any statements or omissions made in the Registration Statement, any Preliminary ProspectusProspectuses, the Prospectus Prospectuses or any amendment or supplement thereto are made in reliance upon and in conformity with written information concerning such Selling Stockholder furnished in writing to the Company by such Selling Stockholder expressly specifically for use therein, such Preliminary Prospectuses did, and the Registration Statement and such Preliminary Prospectus do notdid or will, and the Prospectus Prospectuses and any amendments or supplements thereto will notto the Registration Statement or the Prospectuses will, as of when they become effective or are filed with the applicable effective date or as of the applicable filing dateCommission, as the case may be, not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; and (d) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally represents and warrants (at and as of the date hereof and at and as of each Delivery Date) to, and agrees with, each of the U.S. International Underwriters that: (a) Such Selling Stockholder holds the Shares being sold by such Selling Stockholder hereunder and under the International U.S. Underwriting Agreement, free and clear of all liens, encumbrances, equities or claims; immediately prior to each Delivery Date such Selling Stockholder will hold the Shares being sold by such Selling Stockholder hereunder and under the International U.S. Underwriting Agreement on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto and the International U.S. Underwriting Agreement, the U.S. International Underwriters and International U.S. Underwriters will hold such Shares, free and clear of all liens, encumbrances, equities or claims, assuming that such U.S. International Underwriters and International U.S. Underwriters purchase such Shares in good faith and without notice of any such lien, encumbrance, equity or claim or other adverse claim within the meaning of the Uniform Commercial Code as in effect in the State of New York; (b) Such Selling Stockholder has full right, power and authority to enter into this Agreement and the International U.S. Underwriting Agreement; the execution, delivery and performance of this Agreement and the International U.S. Underwriting Agreement and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby 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 indenture, mortgage, deed of trust, loan agreement, stock option or other employee benefit plan, 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, nor will such action result in any violation of the provisions of the charter, bylaws, deed of trust, partnership agreement or other constituent documents, if any, relating to such Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or any properties of such Selling Stockholder; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by such Selling Stockholder of each of this Agreement or the International U.S. Underwriting Agreement and the consummation of the transactions contemplated hereby and thereby, except the registration under the Act of the Shares and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the U.S. International Underwriters and the International U.S. Underwriters; and this Agreement and the International U.S. Underwriting Agreement have been duly authorized, executed and delivered by the Selling Stockholders; (c) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with information furnished in writing to the Company by such Selling Stockholder expressly for use therein, the Registration Statement and such Preliminary Prospectus do not, and the Prospectus and any amendments or supplements thereto will not, as of the applicable effective date or as of the applicable filing date, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (d) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder Stockholder, severally represents and not jointly, represents, warrants (at and as of the date hereof and at and as of each Delivery Date) to, and agrees with, each of the U.S. Underwriters that: (a) Such Neither the Selling Stockholder holds nor any person acting on behalf of the Shares being Selling Stockholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act), relating to the Stock without the prior written consent of the Representatives. (b) The Selling Stockholder has, and immediately prior to any Delivery Date on which the Selling Stockholder is selling shares of Stock, the Selling Stockholder will have, good and marketable title to the shares of Stock to be sold by such the Selling Stockholder hereunder and under the International Underwriting Agreement, free and clear of all liens, encumbrances, equities or claims; immediately prior to each on such Delivery Date such Selling Stockholder will hold and any “security entitlement” within the Shares being sold by such Selling Stockholder hereunder and under meaning of Section 8-501 of the International Underwriting Agreement on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto and New York Uniform Commercial Code (the International Underwriting Agreement, the U.S. Underwriters and International Underwriters will hold such Shares“UCC”) in respect thereof, free and clear of all liens, encumbrances, equities or claims, except for any liens, encumbrances, equities or claims arising under the Custody Agreement and, in the case of the Selling Stockholders listed on Schedule 2 hereto, the Power of Attorney (each as defined below). (c) The Stock to be sold by the Selling Stockholder hereunder, which is represented by a book-entry account established for such purpose held in custody for the Selling Stockholder under the Custody Agreement, is subject to the interest of the Underwriters hereunder, the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (d) Upon payment for the Stock to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Stock, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Stock in the name of Cede or such other nominee and the crediting of such Stock on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such U.S. Underwriters and International Underwriters purchase such Shares in good faith and without Underwriter has notice of any such lien, encumbrance, equity or claim or other adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code as UCC) to such Stock), (i) DTC shall be a “protected purchaser” of such Stock 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 effect respect of such Stock and (iii) an action based on any “adverse claim” (within the meaning of Section 8-102 of the UCC) to such Stock may not 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, (A) such Stock will have been registered in the State name of New York;Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (C) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (be) Such [The book entry credits representing the shares of Stock to be sold by the Selling Stockholder have been placed in custody under a custody agreement (the “Custody Agreement” and, together with all other similar agreements executed by the other Selling Stockholders, the “Custody Agreements”) (with signature guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program) with Computershare, Inc., as custodian (the “Custodian”), for delivery under this Agreement, in a book-entry account established for such purpose.] (f) If listed on Schedule 2 hereto, the Selling Stockholder has duly and irrevocably executed and delivered a power of attorney (the “Power of Attorney” and, together with all other similar agreements executed by the other Selling Stockholders, the “Powers of Attorney”) appointing Messrs. R. Xxxxxxx Xxxxxxx and Xxxxx X. Xxxxx as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or proper to carry out the provisions hereof on behalf of the Selling Stockholder. (g) The Selling Stockholder has full right, power and authority authority, corporate or otherwise, to enter into this Agreement, the Custody Agreement and, if listed on Schedule 2 hereto, the Power of Attorney. (h) This Agreement has been duly and validly authorized (with respect to a Selling Stockholder that is not a natural person), executed and delivered by or on behalf of the Selling Stockholder. (i) The Power of Attorney (if such Selling Stockholder is listed on Schedule 2 hereto) and the International Underwriting Agreement; Custody Agreement have been duly and validly authorized (with respect to a Selling Stockholder that is not a natural person), executed and delivered by or on behalf of the Selling Stockholder and constitute valid and legally binding obligations of the Selling Stockholder enforceable against the Selling Stockholder in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. (j) The execution, delivery and performance of this Agreement, the Custody Agreement and and, if listed on Schedule 2 hereto, the International Underwriting Agreement Power of Attorney by the Selling Stockholder and the consummation by such the 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, stock option or other employee benefit plan, license or other agreement or instrument to which such the Selling Stockholder is a party or by which such the Selling Stockholder is bound or to which any of the property or assets of such the Selling Stockholder is subjectsubject (except for any liens, nor will such action encumbrances, equities or claims arising under the Custody Agreement and, if listed on Schedule 2 hereto, the Power of Attorney), (ii) result in any violation of the provisions of the charter, bylaws, deed charter or by-laws (or similar organizational documents) of trust, partnership agreement or other constituent documents, if any, relating to such the Selling Stockholder in the case of a Selling Stockholder that is not a natural person 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 the Selling Stockholder or any properties the property or assets of such the Selling Stockholder; , except, in the case of each of clauses (i) and no (iii), for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to adversely affect the ability of the Selling Stockholder to perform its obligations hereunder and under the Custody Agreement and, if listed on Schedule 2 hereto, the Power of Attorney. (k) No consent, approval, authorizationauthorization or order of, orderor filing or registration with, registration or qualification of or with any such court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder is required for the execution, delivery and performance of this Agreement, the Custody Agreement or, if listed on Schedule 2 hereto, the Power of Attorney by such the Selling Stockholder of each of this Agreement or the International Underwriting Agreement and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby, except for the registration of the Stock under the Securities Act of the Shares and such consents, approvals, authorizations, registrations or qualifications (i) as may be required under the Exchange Act, the rules and regulations of FINRA and applicable state or foreign securities or Blue Sky laws in connection with the purchase and distribution sale of the Shares Stock by the U.S. Underwriters Underwriters, (ii) for which a failure to obtain or make the same would not reasonably be expected to result individually or in the aggregate in a material adverse effect on the performance of this Agreement, the Custody Agreement and, if listed on Schedule 2 hereto, the Power of Attorney or the consummation of the transactions contemplated hereby and thereby, or (iii) as have been, or prior to the International Underwriters; and this Agreement and the International Underwriting Agreement have been duly authorizedapplicable Delivery Date will be, executed and delivered by the Selling Stockholders;obtained. (cl) [To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto Statement are made in reliance upon and in conformity with written information furnished in writing to the Company by such the Selling Stockholder expressly for use thereininclusion therein (which information is specified in Section 10(b)), the Registration Statement and such Preliminary Prospectus do not, and the Prospectus and any amendments or supplements thereto will did not, as of the applicable effective date or as of the applicable filing date, as the case may beEffective Date, 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; andmisleading with respect to such information. (dm) Such To the extent that any statements or omissions made in the Prospectus are made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder for inclusion therein (which information is specified in Section 10(b)), the Prospectus will not, as of its date and as of the applicable Delivery Date, contain an 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 with respect to such information. (n) To the extent that any statements or omissions made in the Pricing Disclosure Package are made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder for inclusion therein (which information is specified in Section 10(b)), the Pricing Disclosure Package did not, as of the Applicable Time, contain an 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 with respect to such information. (o) To the extent that any statements or omissions made in any Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus pursuant to Rule 433 under the Securities Act) are made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder for inclusion therein (which information is specified in Section 10(b)), such Issuer Free Writing Prospectus, when considered together with the Pricing Disclosure Package as of the Applicable Time, did not contain an 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 with respect to such information. (p) The Selling Stockholder is not prompted to sell shares of Common Stock by any information concerning the Company that is required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as applicable, and which is not set forth therein. (q) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which that is designed to or which that has constituted or which might that would 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 Sharesshares of the Stock. Any certificate signed pursuant to this Agreement by any Selling Stockholder, or by any officer of a Selling Stockholder in the case of a Selling Stockholder that is not a natural person, and delivered pursuant to this Agreement to the Representatives or counsel for the Underwriters in connection with the offering of the Stock shall be deemed a representation and warranty by such Selling Stockholder, as to matters covered thereby, to each Underwriter.]

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder Stockholder, severally represents and not jointly, represents, warrants (at and as of the date hereof and at and as of each Delivery Date) to, and agrees with, each of the U.S. Underwriters as to itself that: (a) Such Selling Stockholder holds has, and immediately prior to the First Closing Date (as defined in Section 4) such Selling Stockholder will have, good and valid title to the Underwritten Shares being to be sold by such Selling Stockholder hereunder as set forth in Schedule II hereto and under the International Underwriting Agreement, free and clear of all liens, encumbrances, equities or claims; immediately prior to each Delivery Date such Selling Stockholder will hold the Shares being sold by such Selling Stockholder hereunder and under the International U.S. Underwriting Agreement on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Underwritten Shares and payment therefor pursuant hereto and the International Underwriting Agreementthereto, the U.S. Underwriters good and International Underwriters will hold valid title to such Underwritten Shares, free and clear of all liens, encumbrances, equities or claims, assuming that such will pass to the several U.S. Underwriters and the International Underwriters purchase such Shares in good faith and without notice of any such lien, encumbrance, equity or claim or other adverse claim within the meaning of the Uniform Commercial Code as in effect in the State of New York;Managers. (b) Such Selling Stockholder has duly and irrevocably executed and delivered powers of attorney (each, a "Power of Attorney") appointing one or more other persons as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and the U.S. Underwriting Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof or thereof on behalf of such Selling Stockholder. (c) Such Selling Stockholder has full right, power and authority to enter into and perform under this Agreement, the U.S. Underwriting Agreement and the International Underwriting AgreementPower of Attorney; the execution, delivery and performance of this Agreement, the U.S. Underwriting Agreement and the International Underwriting Agreement Power of Attorney by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation in any material respect of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, stock option or other employee benefit plan, agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such the Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, nor will such action actions result in any violation in any material respect of the provisions of the charterCertificate of Incorporation or the By-laws or comparable instruments, bylawsas applicable, deed of trust, or any partnership agreement or other constituent documents, if any, relating to of such Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or any properties the property or assets of such Selling Stockholder; and no consent, approval, authorization, order, filing or registration or qualification of or with with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the U.S. Underwriting Agreement or the Power of Attorney by such Selling Stockholder of each of this Agreement or the International Underwriting Agreement and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby, except the registration under the Act of the Shares Underwritten Shares, filings pursuant to Sections 13 and 16 of the Exchange Act, and such consents, approvals, authorizations, registrations registrations, filings or qualifications as may be required under state securities or Blue Sky laws or as may be required by the laws of any country other than the United States in connection with the purchase and distribution of the Shares by the U.S. Underwriters and the International Underwriters; and this Agreement and the International Underwriting Agreement have been duly authorized, executed and delivered by the Selling Stockholders;Managers. (cd) To the extent that any statements or omissions made in the Registration Statement, any Preliminary ProspectusProspectuses, the Prospectus Prospectuses or any amendment or supplement thereto are made in reliance upon and in conformity with written information concerning such Selling Stockholder furnished in writing to the Company by such Selling Stockholder expressly specifically for use therein, such Preliminary Prospectuses did, and the Registration Statement and such Preliminary Prospectus do notdid or will, and the Prospectus Prospectuses and any amendments or supplements thereto will notto the Registration Statement or the Prospectuses will, as of when they become effective or are filed with the applicable effective date or as of the applicable filing dateCommission, as the case may be, not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; and (d) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally represents and warrants (at to each Underwriter as of the date of this Agreement and as of the date hereof and at and First Delivery Date (as of each Delivery Datedefined herein) to, and agrees with, each of the U.S. Underwriters thatas follows: (a) Such The Selling Stockholder holds has, and immediately prior to the Shares being First Delivery Date the Selling Stockholder will have, good and valid title to the shares of Stock to be sold by such the Selling Stockholder hereunder and under the International Underwriting Agreement, free and clear of all liens, encumbrances, equities or claims; immediately prior to each Delivery Date such Selling Stockholder will hold the Shares being sold by such Selling Stockholder hereunder and under the International Underwriting Agreement on such date, free and clear of all liens, encumbrances, equities or claims, and full right, power and authority to sell, assign, transfer and deliver such shares to be sold by the Selling Stockholder hereunder; and and, upon delivery of such Shares shares and payment therefor pursuant hereto hereto, good and the International Underwriting Agreement, the U.S. Underwriters and International Underwriters will hold valid title to such Sharesshares, free and clear of all liens, encumbrances, equities or claims, assuming that will pass to the several Underwriters. (c) The Selling Stockholder has duly and irrevocably executed and delivered a power of attorney (the "Power of Attorney") appointing the Custodian and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such U.S. Underwriters and International Underwriters purchase such Shares in good faith and without notice of any such lien, encumbrance, equity other action as may be necessary or claim or other adverse claim within desirable to carry out the meaning provisions hereof on behalf of the Uniform Commercial Code as in effect in the State of New York;Selling Stockholder. (bd) Such The Selling Stockholder has full right, power and authority to enter into this Agreement, the Custody Agreement and the International Underwriting AgreementPower of Attorney; the execution, delivery and performance of this Agreement, the Custody Agreement and the International Underwriting Agreement Power of Attorney by the Selling Stockholder constitutes the valid and binding agreement of such Selling Stockholder and is enforceable against such Selling Stockholder in accordance with its terms, and the consummation by such the Selling Stockholder of the transactions contemplated hereby and thereby 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 indenture, mortgage, deed of trust, loan agreement, stock option trust or other employee benefit plan, or other material agreement or instrument to which such the Selling Stockholder is a party or by which such the Selling Stockholder is bound or to which any of the property or assets of such the Selling Stockholder is subject, nor will such action actions result in any violation of the provisions of the charter, bylaws, deed of trust, partnership agreement or other constituent documents, if any, relating to such Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such the Selling Stockholder or any properties the property or assets of such the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and such permits and similar authorizations as may be required under the securities or "Blue Sky" laws of certain jurisdictions in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorizationauthorization or order of, orderor filing or registration with, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by such Selling Stockholder of each of this Agreement, the Custody Agreement or the International Underwriting Agreement Power of Attorney by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby, except the registration under the Act of the Shares and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the U.S. Underwriters and the International Underwriters; and this Agreement and the International Underwriting Agreement have been duly authorized, executed and delivered by the Selling Stockholders;. (ce) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with information furnished in writing to the Company by such Selling Stockholder expressly for use therein, the The Registration Statement and such Preliminary Prospectus do not, and on the Prospectus and any amendments or supplements thereto will not, as of the applicable effective date or as of the applicable filing date, as the case may be, Effective Date did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent that such statements or omissions were made in reliance upon and in conformity with information furnished or confirmed in writing to the Company by the Selling Stockholders expressly for use in the Registration Statement or the Prospectus or any amendments or supplements thereto (such information herein the "Selling Stockholder Information"). Without having undertaken to determine independently the accuracy or completeness of either the representations and warranties of the Company contained in Section 1 hereof or the information (other than Selling Stockholder Information) contained in the Registration Statement, including the Prospectus (and any amendment or supplement thereto), the Selling Stockholder (A) does not have any actual knowledge that the representations and warranties of the Company contained in Section 1 hereof are not true and correct; and (B) is familiar with the Registration Statement and does not have any actual knowledge that the Registration Statement contains any untrue statements 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; andexcept that the foregoing shall not apply to statements in or omissions from any such document (A) made in reliance upon, and in 9 9 conformity with, written information furnished to the Company by the Underwriters specifically for use in the preparation thereof or (B) to the extent, if any, such statements or omissions are inconsistent with Selling Stockholder Information. (df) Such The Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct, is familiar with the Registration Statement and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement, as of the effective date, or the Prospectus, as of the date thereof and the Delivery Date, which has adversely affected or may adversely affect the business of the Company and is not prompted to sell shares of Common Stock by any information concerning the Company which is not set forth in the Registration Statement and the Prospectus. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Sharesshares of the Stock. (h) Neither the Selling Stockholder, nor any of such Selling Stockholder's affiliates (as defined in Rule 2720(b) of the NASD Conduct Rules), directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or has other association with, any member firm of the National Association of Securities Dealers, Inc. (the "NASD").