Exhibit 1.1
AZZ INC.
(a Texas corporation)
4,000,000 Shares of Common Stock
UNDERWRITING AGREEMENT
Dated: April 25, 2024
AZZ INC.
(a Texas corporation)
4,000,000 Shares of Common Stock
UNDERWRITING AGREEMENT
April 25, 2024
Evercore Group L.L.C.
and Xxxxxxxxx LLC
as Representatives of the several Underwriters
c/o Evercore Group L.L.C.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
c/x Xxxxxxxxx LLC
000 Xxxxxxx Xxxxxx
New York, NY 10022
Ladies and Gentlemen:
AZZ Inc., a Texas corporation
(the “Company”) confirms its agreement with Evercore Group L.L.C. (“Evercore”), Jefferies LLC (“Jefferies”)
and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include
any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Evercore and Jefferies are acting as representatives
(in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters,
acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $1.00 per share, of the Company (“Common
Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company to the Underwriters, acting severally and not
jointly, of the option described in Section 2(b) hereof to purchase all or any part of 600,000 additional shares of Common Stock.
The aforesaid 4,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any
part of the 600,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”)
are herein called, collectively, the “Securities.”
The Company understands that
the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement
has been executed and delivered.
The Company has prepared and
filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3
(File No. 333-276450) covering the public offering and sale of certain securities, including the Securities, under the Securities
Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder (the “1933 Act Regulations”),
which automatic shelf registration statement became effective under Rule 462(e) under the 1933 Act Regulations (“Rule 462(e)”).
Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto to
such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference
therein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as
of such time pursuant to Rule 430B under the 1933 Act Regulations (“Rule 430B”), is referred to herein as the “Registration
Statement;” provided, however, that the “Registration Statement” without reference to a time means such registration
statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time
shall be considered the “new effective date” of such registration statement with respect to the Securities within the meaning
of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or
deemed incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise
deemed to be a part thereof as of such time pursuant to the Rule 430B. Each preliminary prospectus used in connection with the offering
of the Securities, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, are collectively referred to herein as a “preliminary prospectus.” Promptly after execution and delivery
of this Agreement, the Company will prepare and file a final prospectus relating to the Securities in accordance with the provisions of
Rule 424(b) under the 1933 Act Regulations (“Rule 424(b)”). The final prospectus, in the form first furnished
or made available to the Underwriters for use in connection with the offering of the Securities, including the documents incorporated
or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are collectively referred to
herein as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary
prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system)(“XXXXX”).
As used in this Agreement:
“Applicable
Time” means 5:00 P.M., New York City time, on April 25, 2024 or such other time as agreed by the Company and Evercore.
“General Disclosure
Package” means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the most recent preliminary
prospectus (including any documents incorporated therein by reference) that is distributed to investors prior to the Applicable Time and
the information included on Schedule C-1 hereto, all considered together.
“Issuer Free
Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations
(“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of
the 1933 Act Regulations (“Rule 405”)) relating to the Securities that is (i) required to be filed with the Commission
by the Company, (ii) a “road show for an offering that is a written communication” within the meaning of Rule 433(d)(8)(i),
whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because
it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or
required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant
to Rule 433(g).
“Issuer General
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors
(other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Road Show”)),
as evidenced by its being specified in Schedule C-2 hereto.
“Issuer Limited
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
“Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) or
Rule 163B of the 1933 Act.
“Written Testing-the-Waters
Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under
the 1933 Act.
All references in this Agreement
to financial statements and schedules and other information which is “contained,” “included” or “stated”
(or other references of like import) in the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to include
all such financial statements and schedules and other information incorporated or deemed incorporated by reference in the Registration
Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and
all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus
shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (collectively, the “1934 Act”), incorporated or deemed to be incorporated by reference in the Registration
Statement, such preliminary prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement.
SECTION 1. Representations
and Warranties.
(a) Representations
and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time,
the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:
(i) Registration
Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement
is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible
for registration by the Company on such automatic shelf registration statement. The Registration Statement has become effective under
the 1933 Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, no order preventing
or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have
been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any)
from the Commission for additional information.
Each of the Registration
Statement and any post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters
pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery complied
and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus,
the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable
Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act
Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering
was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted
by Regulation S-T.
The documents incorporated
or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time
they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934
Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).
(ii) Accurate
Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof, at the Closing
Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will
omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable
Time and any Date of Delivery, none of (A) the General Disclosure Package (B) any individual Issuer Limited Use Free Writing
Prospectus, when considered together with the General Disclosure Package and (C) and individual Written Testing-the-Waters Communication,
when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact
or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the
time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes
or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed
to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration
Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read
together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be,
did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.
The representations
and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto),
the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with
written information furnished to the Company by any Underwriter through Evercore expressly for use therein. For purposes of this Agreement,
the only information so furnished shall be the statements set forth in the thirteenth, fourteenth and fifteenth paragraphs under the caption
“Underwriting,” in each case contained in the Registration Statement, the preliminary prospectus contained in the General
Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).
(iii) Issuer
Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration
Statement or the Prospectus, including any document incorporated by reference therein, and any preliminary or other prospectus deemed
to be a part thereof that has not been superseded or modified. Any offer that is a written communication relating to the Securities made
prior to the initial filing of the Registration Statement by the Company or any person acting on its behalf (within the meaning, for this
paragraph only, of Rule 163(c) of the 1933 Act Regulations) has been filed with the Commission in accordance with the exemption
provided by Rule 163 under the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of
Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of
the 1933 Act provided by Rule 163.
(iv) Well-Known
Seasoned Issuer. (A) At the original effectiveness of the Registration Statement, (B) at the time of the most recent amendment
thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment,
incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company
or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer
relating to the Securities in reliance on the exemption of Rule 163 under the 1933 Act, and (D) as of the Applicable Time, the
Company was and is a “well-known seasoned issuer” (as defined in Rule 405).
(v) Testing-the-Waters
Materials. The Company (A) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications
with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under
the 1933 Act or institutions that are accredited investors within the meaning of Rule 501 under the 1933 Act and (B) has not
authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives
have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written
Testing-the-Waters Communications other than those listed on Schedule C-3 hereto.
(vi) Company
Not Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest
time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of
the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,”
as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary
that the Company be considered an ineligible issuer.
(vii) Independent
Accountants. The accountants who certified the financial statements and supporting schedules included in the Registration Statement,
the General Disclosure Package and the Prospectus are independent public accountants as required by the 1933 Act, the 1933 Act Regulations
and the Public Company Accounting Oversight Board.
(viii) Financial
Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement,
the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial position
of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and
cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in
conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods
involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The
selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and
the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial
statements included therein. The pro forma financial statements and the related notes thereto included in the Registration Statement,
the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with
the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the
bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate
to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial
statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General
Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement,
the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures”
(as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of
Regulation S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated
by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for
in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
(ix) No
Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given
in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in
the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there
have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business,
which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular dividends
on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind
declared, paid or made by the Company on any class of its capital stock.
(x) Good
Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing under the
laws of the State of Texas and has corporate power and authority to own, lease and operate its properties and to conduct its business
as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations
under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each
other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.
(xi) Good
Standing of the Company’s Subsidiaries. Each significant subsidiary of the Company (as such term is defined in Item 1-02 of
Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly
existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and
authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General
Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which
such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the
failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration
Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been
duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free
and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock
of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries
of the Company are (A) the subsidiaries listed on Exhibit 21 to the Company’s most recently filed Form 10-K incorporated
by reference in the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary,
do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.
(xii) Capitalization.
The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration Statement, the General
Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except
for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred
to in the Registration Statement, the General Disclosure Package and the Prospectus or pursuant to the exercise of convertible securities
or options referred to in the Registration Statement, the General Disclosure Package and the Prospectus). The outstanding shares of capital
stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares
of capital stock of the Company were issued in violation of the preemptive or other similar rights of any securityholder of the Company.
(xiii) Authorization
of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(xiv) Authorization
and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance
and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against
payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities
is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms to all statements
relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms
to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability by reason
of being such a holder.
(xv) Registration
Rights. There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant
to the Registration Statement or otherwise registered for sale or sold by the Company under the 1933 Act pursuant to this Agreement.
(xvi) Absence
of Violations, Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (A) in violation of its charter, by-laws
or similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument
to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the properties
or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults
that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of
any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative
agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties,
assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate,
result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale
of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”)
and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and
will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default
or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties
or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults
or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in
a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, by-laws or similar organizational
document of the Company or any of its subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental
Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or
other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or
repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
(xvii) Absence
of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the
Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or any
subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would reasonably be expected to
result in a Material Adverse Effect.
(xviii) Absence
of Proceedings. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no
action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge of the
Company, threatened, against or affecting the Company or any of its subsidiaries, which if determined adversely to the Company or any
of its subsidiaries would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially
and adversely affect their respective properties or assets or the consummation of the transactions contemplated in this Agreement or the
performance by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the
Company or any such subsidiary is a party or of which any of their respective properties or assets is the subject which are not described
in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to
the business, would not reasonably be expected to result in a Material Adverse Effect.
(xix) Compliance
with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any
entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14) of ERISA
or any entity that would be regarded as a single employer with the Company under Section 414(b), (c), (m) or (o) of the
Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”) has been maintained
in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited
to ERISA and the Code; (iii) no Plan is subject to the funding rules of Section 412 of the Code or Section 302 of
ERISA; (v) no Plan is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA or a “multiple
employer welfare arrangement” within the meaning of Section 3(40) of ERISA; and (ix) none of the following events has
occurred or is reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be made to
all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates
compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed
fiscal year; or (B) a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations”
(within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company and its
subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in clauses
(i) through (ix) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect.
(xx) Accuracy
of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the General Disclosure
Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.
(xxi) Absence
of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree
of, any Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with
the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except
such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the New York
Stock Exchange, state securities laws or the rules of FINRA.
(xxii) Possession
of Licenses and Permits. The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations
(collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business
now operated by them, except where the failure so to possess would not, singly or in the aggregate, reasonably be expected to result in
a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses,
except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental
Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental
Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse
Effect. Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification
of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably
be expected to result in a Material Adverse Effect.
(xxiii) Title
to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to
all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions
or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the
Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere
with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases
material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its
subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force
and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by
anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning
the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
(xxiv) Possession
of Intellectual Property. (A) The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents,
patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary
or confidential information, systems or procedures), trademarks, service marks, trade names, domain names, software and all other worldwide
intellectual property and proprietary rights of any kind in all relevant jurisdictions (including applicable registrations and applications
for registration of, and all goodwill associated with, any of the foregoing) (collectively, “Intellectual Property Rights”)
used in or necessary to carry on the business now operated by them, (B) the Intellectual Property Rights owned by the Company and
its subsidiaries and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company and its subsidiaries
are valid, subsisting and enforceable, and there is no pending, or, to the Company’s knowledge, threatened action, suit, proceeding
or claim by others challenging the ownership, validity, scope or enforceability of any such Intellectual Property Rights, (C) the
Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate
any Intellectual Property Rights of any person and neither the Company nor any of its subsidiaries has received any notice or is otherwise
aware of any infringement, misappropriation or violation of, or conflict with, asserted rights of others with respect to any Intellectual
Property Rights or of any facts or circumstances which would render any Intellectual Property Rights invalid or inadequate to protect
the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable
decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect, (D) there
is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others alleging that the Company or
any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property Rights of any person, (E) to
the Company’s knowledge, no person or entity is infringing, misappropriating or otherwise violating, or has infringed, misappropriated
or otherwise violated, any Intellectual Property Rights owned by the Company or any of its subsidiaries, (F) the Company and its
subsidiaries have taken commercial reasonable steps to secure their respective interests in the Intellectual Property Rights developed
by their employees and contractors in the course of their employment with or service to the Company and its subsidiaries and (G) the
Company and its subsidiaries use, and have used, commercially reasonable efforts in accordance with normal industry practice to maintain
and protect the confidentiality of all trade secrets of the Company and its subsidiaries.
(xxv) Environmental
Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus (i) (A) neither
the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance,
code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative
order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations
relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental
Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental
Laws and are each in compliance with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened
administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation,
investigations or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (D) there are
no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action,
suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to
Hazardous Materials or any Environmental Laws, except in the case of each of (A) through (D) above, for any such matter, as
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) (A) there are
no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental
Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary
sanctions of $300,000 or more will be imposed, (b) the Company and its subsidiaries are not aware of any facts or issues regarding
compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws, including the Release or threat of Release
of Hazardous Materials, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive
position of the Company and its subsidiaries, and (c) none of the Company and its subsidiaries anticipates material capital expenditures
relating to any Environmental Laws.
(xxvi) Accounting
Controls and Disclosure Controls. The Company and each of its subsidiaries maintain effective internal control over financial reporting
(as defined under Rule 13-a15 and 15d-15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient
to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization;
(B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization;
(D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated
by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for
in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except
as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most
recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting
(whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially
adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting.
The Company and each of its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15
and Rule 15d-15 under the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified
in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal
executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.
Compliance with
the Xxxxxxxx-Xxxxx Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers,
in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and
regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.
(xxvii) Payment
of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed
and all taxes which are due and payable have been paid, except for such taxes, if any, as are being contested in good faith and as to
which adequate reserves have been provided. The United States federal income tax returns of the Company through the fiscal year ended
February 28, 2023 have been settled and no assessment in connection therewith has been made against the Company. The Company and
its subsidiaries have filed all other tax returns that are required to have been filed by them pursuant to applicable foreign, state,
local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and have paid all
material taxes due and payable, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves
have been established by the Company. The charges, accruals and reserves on the books of the Company in respect of any income and corporation
tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for
any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material
Adverse Effect.
(xxviii) Insurance.
The Company and its subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in
such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business,
and all such insurance is in full force and effect. The Company has no reason to believe that it or any of its subsidiaries will not be
able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from
similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in
a Material Adverse Effect. Neither of the Company nor any of its subsidiaries has been denied any insurance coverage which it has sought
or for which it has applied.
(xxix) Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be
required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).
(xxx) Absence
of Manipulation. Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take, directly
or indirectly, any action which is designed, or would reasonably be expected, to cause or result in, or which constitutes, the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or to result in a violation
of Regulation M under the 1934 Act (“Regulation M”).
(xxxi) Anti-Corruption
and Anti-Bribery Laws. None of the Company, any of its subsidiaries or any of their respective directors, officers or employees or,
to the knowledge of the Company, any agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware
of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices
Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or any other applicable anti-bribery or
anti-corruption law, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly
in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to
give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA)
or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA. The Company
and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in
compliance with the FCPA or any other applicable anti-bribery or anti-corruption law and have instituted and maintain policies and procedures
designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. Neither the Company 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 the FCPA or any other applicable
anti-bribery or anti-corruption laws.
(xxxii) Money
Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with all
applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA
PATRIOT Act”) and the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the applicable anti-money laundering
statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit
or proceeding by or before any Governmental Entity involving the Company or any of its subsidiaries with respect to the Money Laundering
Laws is pending or, to the knowledge of the Company, threatened.
(xxxiii) OFAC.
None of the Company, any of its subsidiaries directors, officers or employees, or, to the knowledge of the Company, any agent, affiliate
or representative of the Company or any of its subsidiaries is an individual or entity (“Person”) (i) currently the subject
or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department
of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”),
the European Union, His Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”),
(ii) located, organized or resident in a country or territory that is the subject of Sanctions, including, without limitation, Crimea,
the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Russia and
Syria or (iii) owned or controlled by any person described in (i) or (ii); and the Company will not directly or indirectly use
the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture
partners or other Person, to fund or facilitate any activities of or business with any Person, or in any country or territory, that, at
the time of such funding, is the subject or the target of Sanctions or in any other manner that will result in a violation by any Person
(including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the
past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions
with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any country or
territory that is the subject of Sanctions; the Company and its subsidiaries have instituted, and maintain, policies and procedures designed
to promote and achieve continued compliance with Sanctions.
(xxxiv) Lending
Relationship. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company
(i) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter and (ii) does
not intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of any Underwriter.
(xxxv) Statistical
and Market-Related Data. Any statistical and market-related data included in the Registration Statement, the General Disclosure Package
or the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate
in all material respects and, to the extent required, the Company has obtained the written consent to the use of such data from such sources.
(xxxvi) Cybersecurity.
(A) There has been no security breach or incident, unauthorized access, use, disclosure or distribution, destruction, loss, disablement,
misappropriation or modification, or other compromise of or relating to the Company or its subsidiaries’ information technology
and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers,
employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such
data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT
Systems and Data”)(“Breach”), (B) neither the Company nor its subsidiaries have been notified of, and
each of them have no knowledge of any event or condition that could result in, any Breach and (C) the Company and its subsidiaries
have implemented, maintained and complied with appropriate information security, cyber security and data protection controls, policies,
procedures and technological and organizational safeguards, including oversight, access controls, encryption, technological and physical
safeguards and business continuity/disaster recovery and security plans, to maintain and protect the integrity, continuous operation,
redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable
regulatory standards, including, without limitation, to prevent any Breach. The IT Systems and Data are adequate for and operate and perform
in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently
conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants.
(xxxvii) Privacy.
The Company and its subsidiaries have materially complied with and are presently in material compliance with all applicable laws or statutes
and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, industry standards,
internal and external policies and contractual obligations relating to the privacy and security of IT Systems and Data (including or relating
to the collection, processing, use, transfer, import, export, storage, disposal and disclosure by the Company or any of its subsidiaries
of personal, personally identifiable, household, sensitive, confidential or regulated data) and to the protection of such IT Systems and
Data from unauthorized use, access, misappropriation or modification (“Data Security Obligations”). The Company and
its subsidiaries have, at all times, made all disclosures to users or customers required by applicable Data Security Obligations, and
none of such disclosures made or contained in any internal or external policy have, to the knowledge of the Company, been inaccurate or
in violation of any applicable Data Security Obligations in any material respect. The Company and its subsidiaries (A) have not received
any notification of or complaint regarding and are unaware of any other facts that, individually or in the aggregate, would reasonably
indicate non-compliance with any Data Security Obligation; (B) are not party to any action, suit or proceeding by or before any court
or governmental agency, authority or body alleging non-compliance with any Data Security Obligation; and (C) are not party to any
decree, or agreement that imposes any obligation or liability by any governmental or regulatory authority under any Data Security Obligation.
The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach
of any Data Security Obligations.
(b) Officer’s
Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or
to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered
thereby.
SECTION 2. Sale
and Delivery to Underwriters; Closing.
(a) Initial
Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees
to purchase from the Company, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set
forth in Schedule B, as the case may be, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter,
plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of
Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters
as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.
(b) Option
Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to
an additional 600,000 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule A, less an
amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not
payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be
exercised in whole or in part at any time from time to time upon notice by the Representatives to the Company setting forth the
number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and
delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by
the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior
to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting
severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the
number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial
Securities, subject, in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any
sales or purchases of fractional shares.
(c) Payment.
Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at
the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon
by the Representatives and the Company, at 9:00 A.M. (New York City time) on the second (third, if the pricing occurs after
4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions
of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives
and the Company (such time and date of payment and delivery being herein called “Closing Time”). Delivery of the Initial Securities
at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.
In addition, in the event
that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates
or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be
agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from Evercore to the Company.
Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust Company unless
the Representatives shall otherwise instruct.
Payment shall be made to the
Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives
for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It
is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make
payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of
the Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of
the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not
been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter
from its obligations hereunder.
SECTION 3. Covenants
of the Company. The Company covenants with each Underwriter as follows:
(a) Compliance
with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements
of Rule 430B, and will notify the Representatives as soon as practicable, and confirm the notice in writing, (i) when any post-effective
amendment to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed,
(ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus, including any document incorporated by reference therein or for additional
information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement
or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of
the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of
any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning
the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection
with the offering of the Securities. The Company will effect all filings required under Rule 424(b), in the manner and within the
time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary
to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the
Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to
prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the
earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required
by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and
457(r) under the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table
in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of
a prospectus filed pursuant to Rule 424(b)).
(b) Continued
Compliance with Securities Laws. The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act
Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration
Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Securities is (or, but
for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by the 1933
Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it
is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order
that the Registration Statement will not include 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, (ii) amend or supplement the General Disclosure Package
or the Prospectus in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement
the General Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the 1933 Act or the
1933 Act Regulations, the Company will promptly (A) give the Representatives notice of such event, (B) prepare any amendment
or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure
Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish
the Representatives with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement;
provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters
shall object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may
reasonably request. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations
within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing
from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount
of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or
counsel for the Underwriters shall reasonably object.
(c) Delivery
of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without
charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith
or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and signed copies of
all consents and certificates of experts, and will also deliver to the Representatives, without charge, a conformed copy of the Registration
Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration
Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof
filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.
(d) Delivery
of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such
Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The
Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Securities is (or, but for
the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, such number of copies of the Prospectus
(as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished
to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except
to the extent permitted by Regulation S-T.
(e) Blue
Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering
and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may
designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided,
however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation
or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject.
(f) Rule 158.
The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders
as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the
last paragraph of Section 11(a) of the 1933 Act.
(g) Use
of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Registration
Statement, the General Disclosure Package and the Prospectus under “Use of Proceeds.”
(h) Listing.
The Company will use its best efforts to effect and maintain the listing of the Securities on the New York Stock Exchange.
(i) Restriction
on Sale of Securities. During a period of 90 days from the date of the Prospectus, the Company will not, without the prior written
consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of
any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially
submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the
Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common
Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder,
(B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding
on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares
of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred
to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant
to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure
Package and the Prospectus.
(j) Reporting
Requirements. The Company, during the period when a Prospectus relating to the Securities is (or, but for the exception afforded by
Rule 172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission
pursuant to the 1934 Act within the time periods required by the 1934 Act and 1934 Act Regulations.
(k) Issuer
Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representatives, it will not
make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a
“free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the
Company under Rule 433; provided that the Representatives will be deemed to have consented to the Issuer Free Writing Prospectuses
listed on Schedule C-2 hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that
has been reviewed by the Representatives. The Company represents that it has treated or agrees that it will treat each such free writing
prospectus consented to, or deemed consented to, by the Representatives as an “issuer free writing prospectus,” as defined
in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including
timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing
Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would
conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus or included or would
include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives
and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict,
untrue statement or omission.
(l) Certification
Regarding Beneficial Owners. The Company will deliver to the Representatives, on the date of execution of this Agreement, a properly
completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation,
and the Company undertakes to provide such additional supporting documentation as the Representatives may reasonably request in connection
with the verification of the foregoing certification.
(m) Testing-the-Waters
Materials. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event
or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material
fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement,
at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.
SECTION 4. Payment
of Expenses.
(a) Expenses.
The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each
amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, each
Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery
of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the certificates or security
entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable
upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s
counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions
of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection
therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of
any transfer agent or registrar for the Securities, (vii) the costs and expenses of the Company relating to investor presentations
on any “road show” undertaken in connection with the marketing of the Securities, including without limitation, expenses associated
with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations,
travel and lodging expenses of the representatives and officers of the Company and any such consultants (it being understood and agreed
that the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees or representatives
incurred by them in connection with the road show and the Underwriters will pay 50% of the costs of any aircraft or other transportation
chartered in connection with the road show, the other 50% of which will be paid by the Company) (viii) the filing fees incident to,
and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA of the terms of the sale
of the Securities (such fees, together with any fees incurred pursuant to clause (v) not to exceed $50,000 in the aggregate), (ix) the
fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange and (x) the costs and
expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated
with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained
in the third sentence of Section 1(a)(ii).
(b) Termination
of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5, Section 9(a)(i) or
(iii), or Section 10 hereof, the Company shall reimburse the Underwriters for all of their reasonably documented out-of-pocket expenses
actually incurred, including the reasonable fees and disbursements of counsel for the Underwriters;
provided however, that if this Agreement is terminated by the Representatives pursuant to Section 10, the Company shall have
no obligation to reimburse any out of pocket expense of the Underwriters that have failed to purchase the Securities that they have agreed
to purchase hereunder.
SECTION 5. Conditions
of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations
and warranties of the Company contained herein or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant
to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further
conditions:
(a) Effectiveness
of Registration Statement. The Registration Statement has become effective and, at the Closing Time, no stop order suspending the
effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing
or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have
been instituted or are pending or, to the Company’s knowledge, contemplated; and the Company has complied with each request (if
any) from the Commission for additional information. The Company shall have paid the required Commission filing fees relating to the Securities
within the time period required by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and
otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations and, if applicable, shall have updated
the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment
to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).
(b) Opinion
of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time,
of Xxxxx & XxXxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together
with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and
to such further effect as counsel to the Underwriters may reasonably request.
(c) Opinion
of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing
Time, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Representatives.
(d) Officers’
Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information
is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the
Chief Executive Officer or the President of the Company and of the chief financial or chief accounting officer of the Company, dated the
Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties
of the Company in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing
Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at
or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act
has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings
for any of those purposes have been instituted or are pending or, to their knowledge, contemplated.
(e) Accountant’s
Comfort Letter. At the time of the execution of this Agreement, the Representatives shall have received from Xxxxx Xxxxxxxx LLP a
letter, dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such
letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’
“comfort letters” to underwriters with respect to the financial statements and certain financial information contained in
the Registration Statement, the General Disclosure Package and the Prospectus.
(f) Bring-down
Comfort Letter. At the Closing Time, the Representatives shall have received from Xxxxx Xxxxxxxx LLP a letter, dated as of the Closing
Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e) of this Section, except
that the specified date referred to shall be a date not more than three business days prior to the Closing Time.
(g) Approval
of Listing. At the Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange, subject only
to official notice of issuance.
(h) No
Objection. FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting
terms and arrangements relating to the offering of the Securities.
(i) Lock-up
Agreements. At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit B
hereto signed by the persons listed on Schedule D hereto.
(j) Maintenance
of Rating. Since the execution of this Agreement, there shall not have been any decrease in or withdrawal of the rating of any securities
of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62)
of the 1934 Act) or any notice given of any intended or potential decrease in or withdrawal of any such rating or of a possible change
in any such rating that does not indicate the direction of the possible change.
(k) Conditions
to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof
to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements
in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery
and, at the relevant Date of Delivery, the Representatives shall have received:
(i) Officers’
Certificate. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial
or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof
remains true and correct as of such Date of Delivery.
(iii) Opinion
of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxx & XxXxxxxx LLP, counsel for the
Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities
to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.
(v) Opinion
of Counsel for Underwriters. If requested by the Representatives, the favorable opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel
for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise
to the same effect as the opinion required by Section 5(c) hereof.
(vi) Bring-down
Comfort Letter. If requested by the Representatives, a letter from Xxxxx Xxxxxxxx LLP, in form and substance satisfactory to the Representatives
and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Representatives pursuant
to Section 5(f) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall
be a date not more than three business days prior to such Date of Delivery.
(l) Additional
Documents. At the Closing Time and at each Date of Delivery (if any) counsel for the Underwriters shall have been furnished with such
documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities
as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of
the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities
as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.
(m) Termination
of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the Closing
Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the Representatives
by notice to the Company at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall
be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7, 8, 14, 15,
16 and 17 shall survive any such termination and remain in full force and effect.
SECTION 6. Indemnification.
(a) Indemnification
of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under
the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be
part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material
fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication,
the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information
provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing
Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically),
or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters
Communication, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below)
any such settlement is effected with the written consent of the Company;
(iii) against
any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Representatives),
reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement
shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged
untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be part
thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with the Underwriter Information.
Insofar as this indemnity
agreement may permit indemnification for liabilities under the 1933 Act of any person who is a partner of an Underwriter or who controls
an underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and who, at the date of this Agreement,
is a director or officer of the Company or controls the Company within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 512 thereof.
(c) Indemnification
of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each
of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity
contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment thereto), including any information deemed to be part thereof
pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon
and in conformity with the Underwriter Information.
(d) Actions
against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result
thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.
In the case of parties indemnified pursuant to Section 6(a) and 6(b) above, counsel to the indemnified parties shall be
selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(c) above, counsel to the indemnified
parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel
to the indemnified party. In no event shall the indemnifying parties be liable for the reasonable fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate
but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment
with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof
(whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes
an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim
and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified
party.
(e) Settlement
without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more
than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received
notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party
shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
SECTION 7. Contribution.
If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute
to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in
such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on
the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company, on the one hand, and of the Underwriters, on the other hand, in connection
with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.
The relative benefits received
by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant to
this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company, on the one hand, and the total underwriting discount received
by the Underwriters, on the other hand, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public
offering price of the Securities as set forth on the cover of the Prospectus.
The relative fault of the
Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any
such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
The Company and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement
or omission or alleged omission.
Notwithstanding the provisions
of this Section 7, no Underwriter shall be required to contribute any amount in excess of the underwriting commissions received by
such Underwriter in connection with the shares of Common Stock underwritten by it and distributed to the public.
No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.
For purposes of this Section 7,
each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each
director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution
as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion
to the number of Initial Securities set forth opposite their respective names in Schedule A hereto and not joint.
SECTION 8. Representations,
Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless
of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any
Underwriter, its officers or directors, or any person controlling the Company and (ii) delivery of and payment for the Securities.
SECTION 9. Termination
of Agreement.
(a) Termination.
The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there
has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates as of which
information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered
as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation
thereof or other calamity or crisis or any change or development involving a prospective change in national or international political,
financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable
or inadvisable to proceed with the completion of the offering or to enforce contracts for the sale of the Securities, or (iii) if
trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or
(iv) if trading generally on the NYSE MKT or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially
limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges
or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial
banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe,
or (vi) if a banking moratorium has been declared by either Federal or New York authorities.
(b) Liabilities.
If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7, 8, 14, 15, 16 and 17 shall survive such termination
and remain in full force and effect.
SECTION 10. Default
by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase
the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives
shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any
other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon
the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(i) if
the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective
underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(ii) if
the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect
to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell,
the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting
Underwriter.
No action taken pursuant to
this Section shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default
which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which
does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities,
as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the
relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration
Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter”
includes any person substituted for an Underwriter under this Section 10.
SECTION 11. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to the Underwriters shall be directed to Evercore at 00 Xxxx 00xx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, attention of ECM General Counsel; notices to the Company shall be directed to it at 0000 Xxxx 0xx Xxxxxx, Xxxxx
000, Xxxx Xxxxx Xxxxx, xxxxxxxxx xx Xxxx X. Xxxxxx, Chief Legal Officer.
SECTION 12. No
Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Securities pursuant
to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions,
is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand,
(b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely
as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, or its respective stockholders, creditors, employees
or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company
with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or
is currently advising the Company or any of its subsidiaries) and no Underwriter has any obligation to the Company with respect to the
offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective
affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, (e) the
Underwriters have not provided any legal, accounting, investment, regulatory or tax advice with respect to the offering of the Securities
and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate and
(f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation,
investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.
SECTION 13. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
For purposes of this Section 13, a “BHC
Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12
U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is
defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in,
and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term
in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution
Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title
II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
SECTION 14. Parties.
This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than
the Underwriters and the Company and their respective successors and the controlling persons and officers and directors referred to in
Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole
and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and
directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities
from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
SECTION 15. Trial
by Jury. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates)
and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
SECTION 16. GOVERNING
LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
SECTION 17. Consent
to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions
contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of
America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located
in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably
submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court
(a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding.
Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of
process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection
to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree
not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an
inconvenient forum.
SECTION 18. TIME.
TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
SECTION 19. Counterparts
and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same Agreement. Electronic signatures complying with the New York Electronic
Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed
original signatures for purposes of this Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed
counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.
SECTION 20. Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding
agreement among the Underwriters and the Company in accordance with its terms.
| | Very truly yours, |
| | |
| | AZZ INC. |
| | |
| | By | /s/ Xxxx X. Xxxxxx |
| | | Title: Chief Legal Officer and Secretary |
CONFIRMED AND ACCEPTED,
as of
the date first above written: |
|
| |
|
| EVERCORE GROUP L.L.C. |
|
| JEFFERIES LLC |
|
| |
|
| For themselves and as Representatives
of the other Underwriters named in Schedule A hereto. |
|
| |
|
| EVERCORE GROUP L.L.C., |
|
| |
|
| By: |
/s/ Xxxxxxx Xxxxxx |
|
| Name: Xxxxxxx Xxxxxx |
|
| Title: Senior Managing Director |
|
| |
|
| XXXXXXXXX LLC, |
|
| |
|
| By: |
|
|
| Name: |
|
| Title: |
|
CONFIRMED AND ACCEPTED,
as of
the date first above written: |
|
| |
|
| EVERCORE GROUP L.L.C. |
|
| XXXXXXXXX LLC |
|
| |
|
| For themselves and as Representatives
of the other Underwriters named in Schedule A hereto. |
|
| |
|
| EVERCORE GROUP L.L.C., |
|
| |
|
| By: |
|
|
| Name: |
|
| Title: |
|
| |
|
| JEFFERIES LLC, |
|
| |
|
| By: |
/s/ Xxxxx Xxxxxxxx |
|
| Name: Xxxxx Xxxxxxxx |
|
| Title: Managing Director |
|
SCHEDULE A
The initial public offering price per share for the Securities shall
be $70.00.
The purchase price per share for the Securities to be paid by the several
Underwriters shall be $67.20, being an amount equal to the initial public offering price set forth above less $2.80 per share,
subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on
the Initial Securities but not payable on the Option Securities.
| Name of Underwriter |
|
Number of
Initial Securities |
| |
|
|
| Evercore Group L.L.C. |
|
1,355,357 |
| Xxxxxxxxx LLC |
|
1,232,143 |
| Xxxxxx X. Xxxxx & Co. Incorporated |
|
428,676 |
| Xxxxx Fargo Securities, LLC |
|
328,125 |
| Nomura Securities International, Inc. |
|
222,132 |
| WR Securities, LLC |
|
11,692 |
| X. Xxxxx Securities, Inc. |
|
140,625 |
| Xxxx Capital Partners, LLC |
|
140,625 |
| Xxxxxx & Company, LLC |
|
140,625 |
| |
|
|
| Total |
|
4,000,000 |
SCHEDULE B
| |
Number of Initial
Securities to be Sold |
Maximum Number of Option
Securities to Be Sold |
| AZZ Inc. |
4,000,000 |
600,000 |
| |
|
|
| Total 4,600,000 |
|
|
SCHEDULE C-1
Pricing Terms
1. The
Company is selling 4,000,000 shares of Common Stock.
2. The
Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional 600,000 shares of Common
Stock.
3. The
initial public offering price per share for the Securities shall be $70.00.
SCHEDULE C-2
Free Writing Prospectuses
None.
SCHEDULE C-3
Written Testing-the-Waters Communications
None.
SCHEDULE D
List of Persons and Entities Subject to Lock-up
Xxxxxx X. Xxxxxx, Chairman
Xxxxxx X. Xxxxx, Director
Xxxx Xxxxxx, Director
Xxxxx Xxxxxxx, Director
Xxxxx X. Xxxxxxx, Director
Xxxxx Xxxxx, Director
Xxxxxx XxXxxxxx-Xxxxx, Director
Xx XxXxxxx, Director,
Xxxxxx Xxxxxx, Director
Xxx X. Xxxxxxxx, President, CEO and Director
Xxxxxx Xxxxxx, CFO
Xxxxx Xxxxxxx, President & COO –
Metal Coatings
Xxxx Xxxxxxx, President & COO –
Precoat Metals
Xxxx Xxxxxx – Chief Legal Officer
Xxxx Xxxxx, Chief Information and Human Resources
Officer
Xxxxxxx Xxxxxxx, Chief Accounting Officer
Exhibit A
[To be Circulated Separately]
[Form of lock-up from directors, officers or other stockholders
pursuant to Section 5(k)]
Exhibit B
April [·], 2024
Evercore Group L.L.C.
and Jefferies LLC
as Representatives of the several
Underwriters to be named in the
within-mentioned Underwriting Agreement
c/o Evercore Group L.L.C.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
c/x Xxxxxxxxx LLC
000 Xxxxxxx Xxxxxx
New York, NY 10022
Re: Proposed
Public Offering by AZZ Inc.
Dear Sirs:
The undersigned, a stockholder
and an officer and/or director of AZZ Inc., a Texas corporation (the “Company”), understands that Evercore Group L.L.C. (“Evercore”)
and Jefferies LLC (“Jefferies”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”)
with the Company providing for the public offering of shares of the Company’s common stock, par value $1.00 per share (the “Common
Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or
director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof
and ending on the date that is 60 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written
consent of Evercore, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares
of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned
or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively,
the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file,
cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act
of 1933, as amended, (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly
or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled
by delivery of Common Stock or other securities, in cash or otherwise or (iii) publicly announce the intention to do any of the foregoing.
Notwithstanding the foregoing,
and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Evercore,
provided that (1) Evercore and Jefferies receive a signed lock-up agreement for the balance of the lockup period from each donee,
trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such
transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16
of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing
or report regarding such transfers:
| (i) | as a bona fide gift or gifts; or |
| (ii) | to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned
(for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not
more remote than first cousin); or |
| (iii) | as a distribution to members, limited partners or stockholders of the undersigned; or |
| (iv) | to the undersigned’s affiliates or to any investment fund or other entity controlled or managed
by the undersigned. |
Furthermore, the undersigned
may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if and only
if (i) such sales are not required to be reported in any public report or filing with the Securities and Exchange Commission, or
otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales.
The undersigned acknowledges
and agrees that the underwriters have not provided any recommendation or investment advice nor have the underwriters solicited any action
from the undersigned with respect to the offering of securities and the undersigned has consulted their own legal, accounting financial,
regulatory, tax and other advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the
Underwriters may provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to you in connection
with the Public Offering, the Underwriters are not making a recommendation to you to participate in the Public Offering, enter into this
agreement, or sell any Shares at the price determined in the Public Offering, and nothing set forth in such disclosures or documentation
is intended to suggest that any Underwriter is making such a recommendation.
The undersigned also agrees
and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of
the Lock-Up Securities except in compliance with the foregoing restrictions.
| |
Very truly yours, |
| |
|
| |
Signature: |
|
| |
Print Name: |
|
