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

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to each Underwriter as follows: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (c) The execution and delivery by the Selling Shareholder of this Agreement and the performance by the Selling Shareholder of its obligations under this Agreement (i) will not contravene any provision of applicable law, statute, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any consent, approval, authorization or order of or registration or filing with any court or governmental agency or body having jurisdiction over it, except such as may be required by the Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subject. (d) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to the Shares to be sold by the Selling Shareholder free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in the Registration Statement and Prospectus. (e) The Selling Shareholder has, and on the Firm Shares Closing Date will have, full legal right, power and authorization, and any approval required by law, to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder in the manner provided by this Agreement. (f) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, the several Underwriters will receive valid and marketable title to such Shares free and clear of any lien, claim, security interest or other encumbrance. (g) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the Registration Statement and Prospectus is, and on each Closing Date will be, true, correct, and complete, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, misleading. (i) The sale of Shares by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the Prospectus. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to each and agrees with the Underwriter as followsthat: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement and the performance sale and delivery of the Shares to be sold by the Selling Shareholder and the consummation of the transactions contemplated herein and compliance by the Selling Shareholder with its obligations under this Agreement hereunder (i) will not contravene any provision of applicable law, statute, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any consent, approval, authorization or order of or registration or filing with any court or governmental agency or body having jurisdiction over it, except such as may be required by the Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does do not and will not violate not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of or default under, any statutecontract, lawindenture, regulation mortgage, deed of trust, loan or filing credit agreement, note, license, lease or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound bound, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Shares to which be sold by the Selling Shareholder, (ii) nor will such action result in any violation of (A) the provisions of the property charter or assets by-laws or other organizational instrument of the Selling Shareholder, if applicable, or (B) any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Shareholder is subjector any of its properties; except in the case of clause (i) or clause (ii)(B), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of the Selling Shareholder‘s obligations hereunder and thereunder. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable good title to the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a valid security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery payment of and payment the purchase price for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the several Underwriters will receive valid and marketable title Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares free and clear is unnecessary because such Shares are already in possession of any lienCede or such nominee), claim, security interest or other encumbrance. (g) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use registration of such Shares in the Registration Statement and Prospectus isname of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on each Closing Date will be, true, correct, and complete, and does not, and on each Closing Date will not, contain any untrue statement the books of a material fact or omit DTC to state any material fact necessary to make such information not misleading. securities accounts (hwithin the meaning of Section 8-501(a) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder UCC) of the Underwriter, (assuming that would lead such Underwriter does not have any “adverse claim” within the Selling Shareholder to believe that meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”)) (i) on under Section 8-501 of the Effective DateUCC, the Registration Statement contained any untrue statement Underwriter will acquire a valid “security entitlement” in respect of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (A) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Effective Date Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (B) DTC will be registered as a “clearing corporation,” within the Prospectus contained andmeaning of Section 8-102 of the UCC, (C) appropriate entries to the accounts of the Underwriter on each Closing Date containsthe records of DTC will have been made pursuant to the UCC, (D) to the extent DTC, or any untrue statement other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a material fact clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or omitted such securities intermediaries and the ownership interest of the Underwriter, (E) claims of creditors of DTC or omits any other securities intermediary or clearing corporation may be given priority to state the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (F) if at any material fact necessary in order time DTC or other securities intermediary does not have sufficient Shares to make the statements therein, satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the light of the circumstances under which they were made, misleadingShares then held by DTC or such securities intermediary. (i) The sale of Shares by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the Prospectus. (je) The Selling Shareholder has not taken taken, and will not take, directly or indirectly, any action which is designed to or that might reasonably which has constituted or would be expected to cause or result in stabilization or manipulation of the price of any equity security, or any securities convertible into or exchangeable for, or that represent a right to receive an equity security or any equity-linked securities of the Company to facilitate Company. (f) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by the Selling Shareholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or resale the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the Securities Act Regulations, the rules of the New York Stock Exchange or state securities laws. (g) Other than as set forth on Schedule II hereto, the Selling Shareholder has not prepared or had prepared on its behalf or used or referred to, any free writing prospectus, and has not distributed any written materials in connection with the offer or sale of the Shares. (kh) With the exception of Avalon Wealth Management, LLC, Duff & ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇’▇▇▇▇ + Partners, L.P., TCG Securities L.L.C. and TCW Funds Distributors and certain limited partners invested in funds affiliated with the Carlyle Group, neither the Selling Shareholder nor, to the Selling Shareholder’s knowledge, any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with any member firm of the Financial Industry Regulatory Authority (“FINRA”) or is a person associated with a member (within the meaning of the FINRA By-Laws) of FINRA. (i) In respect of any statements in or omissions from the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Selling Shareholder specifically for inclusion therein, the Selling Shareholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of the Company’s common stock (including for the avoidance of doubt the information set forth in the table and footnotes thereto (except for percentages) in “Selling Stockholder”) as set forth in the Time of Sale Prospectus and the Prospectus (collectively, the “Selling Shareholder Information”). (j) The Selling Shareholder has no actual knowledge that will deliver to the Underwriter prior to or at the Time of Sale a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). Any certificate signed by any representation or warranty officer of the Company set forth in or any of its subsidiaries delivered to the Underwriter or to counsel for the Underwriter shall be deemed a representation and warranty by the Company to the Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Shareholder as such and delivered to the Underwriter or to counsel for the Underwriter pursuant to Section 4 above is untrue or inaccurate in any material respect6 hereof shall be deemed a representation and warranty by the Selling Shareholder to the Underwriter as to the matters covered thereby.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused been duly incorporated, is validly existing as a limited liability company in good standing under the Shares laws of the State of Delaware, has the limited liability company power and authority to enter into and assume the liabilities and obligations assumed or to be sold assumed by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior it pursuant to the date hereof, free and clear Transaction Documents to which it is a party as described in the Time of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the ClosingSale Prospectus. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (c) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement, the Custody Agreement entered into by the Selling Shareholder and Computershare Trust Company, N.A. (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as the Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement ( the “Power of Attorney”) and the Transaction Documents to which it is a party will not contravene (i) will not contravene any provision of applicable law, statute(ii) the certificate of formation, regulation limited liability company agreement or filing other organizational or governing documents of the Selling Shareholder, (iii) any agreement or other instrument binding upon the Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any . No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of its obligations under this Agreement, the Custody Agreement, the Power of Attorney or registration or filing with any court or governmental agency or body having jurisdiction over itthe Transaction Documents, except such (A) as have been obtained and made under the Securities Act and (B) as may be required by the Blue Sky Exchange Act and the securities or blue sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectother relevant jurisdiction. (d) The Selling Shareholder has, and on the Firm Shares each Closing Date will have, (i) valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and (ii) the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement, the Custody Agreement, the Power of Attorney and the Transaction Documents to which it is a party and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares. (e) The Custody Agreement and Power of Attorney have been duly authorized, executed and delivered by the manner provided by this AgreementSelling Shareholder and are valid and binding agreements of the Selling Shareholder. (f) Upon delivery of and (i) the payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, (ii) delivery of such Shares, as directed by the several Underwriters will receive valid Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), (iii) registration of such Shares in the name of DTC, Cede or such other nominee, and marketable title DTC or another person on behalf of DTC maintaining possession of certificates representing such Shares and (iv) DTC indicating by book entries on its books that security entitlements with respect to such Shares free have been credited to the Underwriter’s securities account, the Underwriters will acquire a security entitlement (within the meaning under Section 8-501 of the UCC) with respect to such Shares and clear no action based on an “adverse claim” (as defined in Section 8-102 of the UCC) may be asserted against the Underwriters (assuming that the Underwriters are purchasing such Shares without notice of any lien, adverse claim, security interest or other encumbrance). (g) All information relating to the The Selling Shareholder furnished in writing is not prompted by any material information concerning the Selling Shareholder expressly for use Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement and Prospectus isStatement, and on each Closing Date will bewhen it became effective, true, correct, and complete, and does not, and on each Closing Date will not, did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein not misleading. , (hii) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention as of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective DateApplicable Time, the Registration Statement contained Time of Sale Prospectus did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iii) as of its date and as of the Closing Date, and any Option Closing Date, the Prospectus does not contain and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(h) are limited to the information regarding the Selling Shareholder (including the related footnotes) set forth under “Principal and Selling Shareholders” in the Time of Sale Prospectus and the Prospectus (the “Selling Shareholder Information”). (i) The After giving effect to the Reorganization but before the issuance of Shares pursuant to this Agreement, Oasis Holdings will own 100% of the issued and outstanding capital stock of the Company; all of such shares of capital stock have been, or after giving effect to the Reorganization will be, duly authorized and validly issued, fully paid and non-assessable, and Oasis Holdings will own such shares of capital stock free and clear of all liens, encumbrances, charges or other claims. (j) At or before the initial Closing Date, each of the Transaction Documents and Constituent Documents to which Oasis Holdings is a party will have been duly authorized, executed and delivered by Oasis Holdings and will be a valid and legally binding agreement of Oasis Holdings, enforceable against Oasis Holdings in accordance with its terms. (k) Except as disclosed in the Time of Sale Prospectus, there are no contracts, agreements or understandings between the Selling Shareholder and any person that would reasonably give rise to a valid claim against the Selling Shareholder or any Underwriter for any brokerage commission, finder’s fee or other like payment in connection with the Reorganization or the sale of the Shares by the Selling Shareholder. (l) The Selling Shareholder will deliver to the Representatives, prior to the Closing Date, a properly completed and executed Internal Revenue Service Form W-9 or its equivalent (in the case of a U.S. person) or Form W-8BEN or its equivalent (in the case of a non-U.S. person), together with all required attachments to such form. (m) There are no affiliations or associations between any member of FINRA and the Selling Shareholder; none of the proceeds received by the Selling Shareholder from the sale of the Shares to be sold by the Selling Stockholder pursuant to this Agreement is not prompted by will be paid to a member of FINRA or any affiliate of (or person “associated with,” as such terms are used in the Selling Shareholder's knowledge Bylaws of any material information concerning FINRA) such member except as disclosed in the Company or its Subsidiaries which is not set forth in Registration Statement, the Time of Sale Prospectus and the Prospectus. (jn) The Selling Shareholder has not taken relied upon the Underwriters or their legal counsel for any legal, tax or accounting advice in connection with the Reorganization, Transaction Documents or the transactions contemplated thereby, or the offering and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation sale of the price of any security of Shares by the Company to facilitate the sale or resale of the SharesSelling Shareholder. (ko) The Selling Shareholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement. (p) The Selling Shareholder does not have, or has no actual knowledge that waived prior to the date hereof, any representation preemptive right, co-sale right or warranty right of first refusal or other similar right to purchase any of the Shares, if any, that are to be sold by Company set forth in Section 4 above is untrue to the Underwriters pursuant to this Agreement; and the Selling Stockholder does not own any warrants, options or inaccurate in similar rights to acquire, and does not have any material respectright or arrangement to acquire, any capital stock, right, warrants, options or other securities from the Company.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to each and agrees with the Underwriter as followsthat: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement (i) will not contravene any provision of applicable law, statuteor the memorandum and articles of association of the Selling Shareholder, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the several Underwriters Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriter will receive acquire a valid security entitlement in respect of such Shares and marketable title (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares free may be asserted against the Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and clear crediting occur, (x) such Shares will have been registered in the name of any lienCede or another nominee designated by DTC, claimin each case on the Company’s share register in accordance with its memorandum and articles of association and applicable law, security interest or other encumbrance(y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the UCC. (gi) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the The Registration Statement and Prospectus isStatement, and on each Closing Date when it became effective, did not contain and, as amended or supplemented, if applicable, will be, true, correct, and complete, and does not, and on each Closing Date will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein not misleading. misleading and (hii) The Selling Shareholder has reviewed the Registration Statement and Prospectus does not contain and, although the Selling Shareholder has as amended or supplemented, if applicable, will not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i, provided that the representations and warranties set forth in this paragraph 2(e) The sale of Shares are limited to statements or omissions in the Registration Statement or Prospectus made in reliance upon information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth expressly for use in the ProspectusRegistration Statement, the Prospectus or any amendments or supplements thereto. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under this Agreement (i) will not contravene any provision of applicable law, statuteor the articles of association of the Selling Shareholder, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of of, or registration or filing with qualification with, any court or governmental body, agency or body having jurisdiction over itcourt is required for the performance by the Selling Shareholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date or the Option Closing Date, as applicable, will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the several Underwriters in accordance with this Agreement, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will receive acquire a valid security entitlement in respect of such Shares and marketable title (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares free and clear may be asserted against the Underwriters with respect to such security entitlement; for purposes of any lienthis representation, claim, security interest or other encumbrance. (g) All information relating to the Selling Shareholder furnished in writing may assume that when such payment, delivery and crediting occur, (x) such Shares being sold by the Selling Shareholder expressly for use will have been registered in the name of Cede or another nominee as may be designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” and thus a “securities intermediary” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (e) The Selling Shareholder has delivered to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (f) The Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus iscomply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and on each Closing Date will bethe applicable rules and regulations of the Commission thereunder, true, correct, and complete, and (iii) the Time of Sale Prospectus does not, and on at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), or the Option Closing Date, as applicable, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto, it being understood and agreed that the only information furnished by the Selling Shareholder is the name of the Selling Shareholder, the number of offered shares and the address and other information with respect to the Selling Shareholder (excluding percentages) that appear in the footnotes under the caption “Selling Stockholder) (the “Selling Shareholder Information”). (i) The sale None of Shares by the Selling Shareholder pursuant or any of its subsidiaries, or, to this Agreement is not prompted by the knowledge of the Selling Shareholder's , any director, officer, employee, agent, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) The Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) For the past 5 years, the Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (a) None of the Selling Shareholder or any of its subsidiaries, or, to the knowledge of the Selling Shareholder, any material information concerning director, officer, employee, agent, representative, or affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the Company payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) the Selling Shareholder and each of its Subsidiaries which is not set forth subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the Prospectusrepresentations and warranties contained herein; and (c) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (j) The operations of the Selling Shareholder has not taken and will not takeeach of its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, directly and no action, suit or indirectlyproceeding by or before any court or governmental agency, authority or body or any action designed arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to or that might reasonably be expected the Anti-Money Laundering Laws is pending or, to cause or result in stabilization or manipulation the best knowledge of the price of any security of the Company to facilitate the sale or resale of the SharesSelling Shareholder, threatened. (k) The Selling Shareholder has no actual knowledge represents and warrants that any representation it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or warranty account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (l) No stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other taxes or duties are payable by or on behalf of the Underwriters, the Company set forth or any of its subsidiaries in Luxembourg or to any taxing authority thereof or therein in connection with (i) the execution, delivery or consummation of this Agreement, (ii) the sale and delivery of the Shares to the Underwriters or purchasers procured by the Underwriters, or (iii) the resale and delivery of the Shares by the Underwriters in the manner contemplated herein. (m) The Selling Shareholder has the power to submit, and pursuant to Section 17(a) has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 4 above is untrue or inaccurate 17(a)), and has the power to designate, appoint and empower, and pursuant to Section 17(b), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any material respectsuit or proceeding based on or arising under this Agreement in any of the Specified Courts.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to each and agrees with the Underwriter as followsthat: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement will not contravene (i) will not contravene any provision of applicable law, statute(ii) the organizational documents of the Selling Shareholder, regulation or filing or (iii) any agreement or other instrument binding upon the Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, except in the case of (iii), (iii) does not require any and (iv) as would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Selling Shareholder’s ability to perform of its obligations under this Agreement. No consent, approval, authorization or order of of, or registration or filing with qualification with, any court or governmental body, agency or body having jurisdiction over itcourt is required for the performance by the Selling Shareholder of its obligations under this Agreement, except (i) such as may have already been obtained, (ii) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does such that would not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable reasonably be expected to have a material adverse effect on the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets ability of the Selling Shareholder pursuant to consummate the terms of any agreement or instrument to which the Selling Shareholder is a party or transactions contemplated by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectthis Agreement. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the several Underwriters Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriter will receive acquire a valid security entitlement in respect of such Shares and marketable title (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares free may be successfully asserted against the Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and clear crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the account of the Underwriter on the records of DTC will have been made pursuant to the UCC. (e) The Selling Shareholder has delivered to the Underwriter an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (f) The Selling Shareholder has not taken, directly or indirectly, any lien, claim, security interest action designed to or other encumbrancethat could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares in violation of Regulation M under the Exchange Act. (g) All information relating to the The Selling Shareholder furnished in writing is not prompted by any information concerning the Selling Shareholder expressly for use Company or its subsidiaries which is not set forth in the Registration Statement and Statement, the Time of Sale Prospectus isor the Prospectus to sell its Shares pursuant to this Agreement. (i) the Registration Statement, and on each Closing Date when it became effective, did not contain and, as amended or supplemented, if applicable, will benot contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, true, correct, and complete, and (ii) the Time of Sale Prospectus does not, and on at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section ‎5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(g) are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto, it being understood and agreed that for purposes of this Agreement, the only information furnished by the Selling Shareholder consists of the name of the Selling Shareholder, the number of offered shares and the address and other information with respect to the Selling Shareholder (excluding percentages) which appear in the Registration Statement or any Prospectus in the table (and corresponding footnotes) under the caption “The Selling Shareholder” (with respect to the Selling Shareholder, the “Selling Shareholder Information”). (i) The sale None of Shares by the Selling Shareholder pursuant or any of its subsidiaries, or, to this Agreement is not prompted by the knowledge of the Selling Shareholder's , any director, officer, employee, agent, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (currently Crimea, Cuba, Iran, North Korea and Syria). (ii) Except as permitted for a Person required to comply with Sanctions, the Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Except as permitted for a Person required to comply with Sanctions, for the past five years, the Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (a) None of the Selling Shareholder or any of its subsidiaries, or, to the knowledge of the Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) the Selling Shareholder and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (v) The operations of the Selling Shareholder and each of its subsidiaries are and have been conducted at all times in material information concerning compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company Selling Shareholder or any of its Subsidiaries which subsidiaries with respect to the Anti-Money Laundering Laws is not set forth in pending or, to the Prospectusbest knowledge of the Selling Shareholder, threatened. (j) The Selling Shareholder has represents and warrants that it is not taken and will not take(i) an employee benefit plan subject to Title I of ERISA, directly (ii) a plan or indirectly, any action designed account subject to or that might reasonably be expected to cause or result in stabilization or manipulation Section 4975 of the price Code or (iii) an entity deemed to hold “plan assets” of any security such plan or account under Section 3(42) of the Company to facilitate the sale ERISA, 29 C.F.R. 2510.3-101, or resale of the Sharesotherwise. (k) The Selling Shareholder has represents that no actual knowledge that any representation stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or warranty other taxes or duties are payable by or on behalf of the Underwriter, the Company set forth or any of its subsidiaries in the Netherlands or to any taxing authority thereof or therein in connection with (i) the execution, delivery or consummation of this Agreement by the Selling Shareholder, (ii) the sale and delivery of the Shares by the Selling Shareholder to the Underwriter or purchasers procured by the Underwriter, or (iii) the resale and delivery of such Shares by the Underwriter in the manner contemplated herein. (l) The Selling Shareholder has the power to submit, and pursuant to Section 20(a) has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 4 above is untrue or inaccurate 20(a)), and has the power to designate, appoint and empower, and pursuant to Section 20(b), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any material respectsuit or proceeding based on or arising under this Agreement in any of the Specified Courts.

Representations and Warranties of the Selling Shareholder. The Each Selling Shareholder hereby represents and warrants to each and agrees with the Underwriter as followsthat: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the such Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the such Selling Shareholder of this Agreement of, and the performance by the such Selling Shareholder of its obligations under under, this Agreement, the Custody Agreement signed by such Selling Shareholder and Calpine Corporation, as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (ithe “Custody Agreement”) and the Power of Attorney, if applicable, appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene any provision of applicable law, statuteor the certificate of incorporation or by-laws of such Selling Shareholder (if such Selling Shareholder is a corporation), regulation or filing or any agreement or other instrument binding upon the such Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the such Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or registration the Custody Agreement or filing with any court or governmental agency or body having jurisdiction over itPower of Attorney of such Selling Shareholder, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Such Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the such Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, assign, transfer and deliver the Shares to be sold by the such Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (e) Upon delivery of and payment for the Shares to be sold by the such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the several Underwriters Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities account of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriter will receive acquire a valid security entitlement in respect of such Shares and marketable title (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares free and clear may be asserted against the Underwriter with respect to such security entitlement; for purposes of any lienthis representation, claim, security interest or other encumbrance. (g) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the Registration Statement name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and Prospectus isapplicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and on each Closing Date will be, true, correct, and complete, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading. (hz) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come appropriate entries to the attention account of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) Underwriter on the Effective Date, the Registration Statement contained any untrue statement records of a material fact or omitted to state any material fact required to be stated therein in order to make the statements DTC will have been made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, misleading. (i) The sale of Shares by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the ProspectusUCC. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement (i) will not contravene any provision of applicable law, statuteor the certificate of incorporation or by-laws of the Selling Shareholder, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares. (d) The Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the manner provided by Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (f1) Upon delivery the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of and payment for the Shares a material fact or omit to state a material fact required to be sold by stated therein or necessary to make the Selling Shareholder pursuant to this Agreementstatements therein not misleading, (2) the several Underwriters will receive valid and marketable title to such Shares free and clear Time of any lien, claim, security interest or other encumbrance. (g) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the Registration Statement and Sale Prospectus is, and on each Closing Date will be, true, correct, and complete, and does not, and on at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , (i3) The sale each broadly available road show, if any, when considered together with the Time of Shares Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (4) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(a)(v) are limited to statements or omissions made in reliance upon information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (kf) The Selling Shareholder has no actual knowledge reason to believe that any representation or warranty the representations and warranties of the Company set forth contained in Section 4 above is untrue or inaccurate in any material respect1 are not true and correct.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to each and agrees with the Underwriter as followsthat: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement will not contravene (i) will not contravene any provision of applicable law, statute(ii) the organizational documents of the Selling Shareholder, regulation or filing or (iii) any agreement or other instrument binding upon the Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, except in the case of (iii), (iii) does not require any and (iv) as would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Selling Shareholder’s ability to perform of its obligations under this Agreement. No consent, approval, authorization or order of of, or registration or filing with qualification with, any court or governmental body, agency or body having jurisdiction over itcourt is required for the performance by the Selling Shareholder of its obligations under this Agreement, except (i) such as may have already been obtained, (ii) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does such that would not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable reasonably be expected to have a material adverse effect on the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets ability of the Selling Shareholder pursuant to consummate the terms of any agreement or instrument to which the Selling Shareholder is a party or transactions contemplated by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectthis Agreement. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the several Underwriters Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriter will receive acquire a valid security entitlement in respect of such Shares and marketable title (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares free may be successfully asserted against the Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and clear crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the account of the Underwriter on the records of DTC will have been made pursuant to the UCC. (e) The Selling Shareholder has delivered to the Underwriter an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (f) The Selling Shareholder has not taken, directly or indirectly, any lien, claim, security interest action designed to or other encumbrancethat could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares in violation of Regulation M under the Exchange Act. (g) All information relating to the The Selling Shareholder furnished in writing is not prompted by any information concerning the Selling Shareholder expressly for use Company or its subsidiaries which is not set forth in the Registration Statement and Statement, the Time of Sale Prospectus isor the Prospectus to sell its Shares pursuant to this Agreement. (i) the Registration Statement, and on each Closing Date when it became effective, did not contain and, as amended or supplemented, if applicable, will benot contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, true, correct, and complete, and (ii)the Time of Sale Prospectus does not, and on at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section ‎5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iii)the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(g) are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto, it being understood and agreed that for purposes of this Agreement, the only information furnished by the Selling Shareholder consists of the name of the Selling Shareholder, the number of offered shares and the address and other information with respect to the Selling Shareholder (excluding percentages) which appear in the Registration Statement or any Prospectus in the table (and corresponding footnotes) under the caption “The Selling Shareholder” (with respect to the Selling Shareholder, the “Selling Shareholder Information”). (i) The sale None of Shares by the Selling Shareholder pursuant or any of its subsidiaries, or, to this Agreement is not prompted by the knowledge of the Selling Shareholder's , any director, officer, employee, agent, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (currently Crimea, Cuba, Iran, North Korea and Syria). (ii) Except as permitted for a Person required to comply with Sanctions, the Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Except as permitted for a Person required to comply with Sanctions, for the past five years, the Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (a) None of the Selling Shareholder or any of its subsidiaries, or, to the knowledge of the Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) the Selling Shareholder and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (v) The operations of the Selling Shareholder and each of its subsidiaries are and have been conducted at all times in material information concerning compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company Selling Shareholder or any of its Subsidiaries which subsidiaries with respect to the Anti-Money Laundering Laws is not set forth in pending or, to the Prospectusbest knowledge of the Selling Shareholder, threatened. (j) The Selling Shareholder has represents and warrants that it is not taken and will not take(i) an employee benefit plan subject to Title I of ERISA, directly (ii) a plan or indirectly, any action designed account subject to or that might reasonably be expected to cause or result in stabilization or manipulation Section 4975 of the price Code or (iii) an entity deemed to hold “plan assets” of any security such plan or account under Section 3(42) of the Company to facilitate the sale ERISA, 29 C.F.R. 2510.3-101, or resale of the Sharesotherwise. (k) The Selling Shareholder has represents that no actual knowledge that any representation stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or warranty other taxes or duties are payable by or on behalf of the Underwriter, the Company set forth or any of its subsidiaries in the Netherlands or to any taxing authority thereof or therein in connection with (i) the execution, delivery or consummation of this Agreement by the Selling Shareholder, (ii) the sale and delivery of the Shares by the Selling Shareholder to the Underwriter or purchasers procured by the Underwriter, or (iii) the resale and delivery of such Shares by the Underwriter in the manner contemplated herein. (l) The Selling Shareholder has the power to submit, and pursuant to Section 20(a) has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 4 above is untrue or inaccurate 20(a)), and has the power to designate, appoint and empower, and pursuant to Section 20(b), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any material respectsuit or proceeding based on or arising under this Agreement in any of the Specified Courts.

Representations and Warranties of the Selling Shareholder. The Each Selling Shareholder hereby represents and warrants to each and agrees with the Underwriter as followsthat: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the such Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the such Selling Shareholder of this Agreement of, and the performance by the such Selling Shareholder of its obligations under under, this Agreement (i) Agreement, will not contravene any provision of applicable law, statuteor the certificate of incorporation or by-laws of such Selling Shareholder (if such Selling Shareholder is a corporation), regulation or filing or any agreement or other instrument binding upon the such Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the such Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Such Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the such Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the such Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery of and payment for the Shares to be sold by the such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the several Underwriters Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities account of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriter will receive acquire a valid security entitlement in respect of such Shares and marketable title (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares free and clear may be asserted against the Underwriter with respect to such security entitlement; for purposes of any lienthis representation, claim, security interest or other encumbrance. (g) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the Registration Statement name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and Prospectus isapplicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and on each Closing Date will be, true, correct, and complete, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading. (hz) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come appropriate entries to the attention account of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) Underwriter on the Effective Date, the Registration Statement contained any untrue statement records of a material fact or omitted to state any material fact required to be stated therein in order to make the statements DTC will have been made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, misleading. (i) The sale of Shares by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the ProspectusUCC. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement (i) Agreement, will not contravene any provision of applicable law, statute, regulation or filing the agreement or certificate of limited partnership of the Selling Shareholder; or any agreement or other instrument binding upon the such Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the such Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states or the securities laws of non-U.S. jurisdictions in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to the Shares to be sold by the Selling Shareholder free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder in the manner provided by this AgreementShareholder. (fd) Upon delivery The Shares to be sold by the Selling Shareholder pursuant to this Agreement have been duly authorized and are validly issued, fully paid and non-assessable. (e) Delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, the several Underwriters Agreement will receive valid and marketable pass title to such Shares free and clear of any liensecurity interests, claimclaims, security interest or liens, equities and other encumbranceencumbrances. (gf) All information relating to furnished by or on behalf of the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the Registration Statement and Prospectus isis , and on each the Closing Date and on the Option Closing Date will be, true, correct, and complete, and does not, and on each the Closing Date and on the Option Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, misleading. (i) The sale of Shares by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the Prospectus. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under this Agreement (i) will not contravene any provision of applicable law, statuteor the certificate of incorporation, regulation by-laws or filing other organizational documents of the Selling Shareholder, or any agreement or other instrument binding upon the Selling Shareholder that is material to the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except as may have been obtained prior to the execution of this Agreement or such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will receive valid and marketable title have been made pursuant to such Shares free and clear of any lien, claim, security interest or other encumbrancethe UCC. (ge) All information relating to the The Selling Shareholder furnished in writing is not prompted by any information concerning the Selling Shareholder expressly for use Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement and Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus is, and on each Closing Date will be, true, correct, and complete, and does not, and on at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , (iiii) The sale each broadly available road show, if any, when considered together with the Time of Shares Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(g) are limited in all respects to statements or omissions made in reliance upon information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement Agreement, will not (i) will not contravene (a) any provision of the articles of association of the Selling Shareholder, (b) any provision of applicable law, statute, regulation or filing or (c) any agreement or other instrument binding upon the Selling Shareholder Shareholder, or (d) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, except in the case of clauses (i)(b) through (i)(d) above, for any such contravention that would not, singly or in the aggregate, affect the validity of the Shares to be sold by the Selling Shareholder or reasonably be expected to materially impair the power and ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement, and (ii) does not require any consent, approval, authorization or order of of, or registration or filing with qualification with, any court or governmental body, agency or body having jurisdiction over itcourt is required for the performance by the Selling Shareholder of its obligations under this Agreement, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders or qualifications as have been obtained or such as may be required by the FINRA and applicable state securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbranceencumbrances and the legal right and power, includingand all authorization and approval required by law, without limitationto enter into this Agreement and to sell, any restriction on transfertransfer and deliver the Shares or a security entitlement in respect of such Shares. (d) Upon payment for the Shares pursuant to this Agreement, except delivery of such Shares, as otherwise described directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the Registration Statement name of Cede or such other nominee and Prospectusthe crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (e) The Selling Shareholder hashas delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (f) The Selling Shareholder is familiar with the Registration Statement, the Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus that has had, or may have, a material adverse effect on the Firm Shares Closing Date will haveCompany and its subsidiaries, full legal right, power and authorization, and any approval required by law, to sell, assign, transfer and deliver the Shares to be sold by the taken as a whole. The Selling Shareholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the manner provided by Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement. (fi) Upon delivery The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain, as of and payment for the Shares date of such amendment or supplement, any untrue statement of a material fact or omit to state a material fact required to be sold by stated therein or necessary to make the Selling Shareholder pursuant to this Agreementstatements therein not misleading, the several Underwriters will receive valid and marketable title to such Shares free and clear of any lien, claim, security interest or other encumbrance. (gii) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the Registration Statement and the Prospectus iscomply and, as amended or supplemented, if applicable, will, as of the date of such amendment or supplement, comply in all material respects with the Securities Act and on each Closing Date will bethe applicable rules and regulations of the Commission thereunder, true, correct, and complete, and (iii) the Time of Sale Prospectus does not, and on at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading. , (hiv) The Selling Shareholder has reviewed each broadly available road show, if any, when considered together with the Registration Statement and Prospectus andTime of Sale Prospectus, although the Selling Shareholder has does not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein in order necessary to make the statements made therein therein, in the light of the circumstances under which they were made, not misleading and (iiv) on the Effective Date as of its date, the Prospectus contained does not contain and, on each as amended or supplemented, if applicable, as of the date of such amendment or supplement and as of the Closing Date containsDate, will not contain any untrue statement of a material fact or omitted or omits omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein. (i) None of the Selling Shareholder or any of its subsidiaries, any director or officer thereof, or, to the knowledge of the Selling Shareholder, any employee, agent, representative, or controlled affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria). (ii) The Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Selling Shareholder and each of its subsidiaries and controlled affiliates (a) have conducted their businesses at all times in compliance with Sanctions, (b) have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein, and (c) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to Sanctions is pending or, to the best knowledge of the Selling Shareholder, threatened. (iv) For the past ten years, the Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (a) None of the Selling Shareholder or any of its subsidiaries or controlled affiliates, or, to the knowledge of the Selling Shareholder, any director, officer, employee, agent, representative, or controlled affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) the Selling Shareholder and each of its subsidiaries and, to the Selling Shareholder’s knowledge, each of its controlled affiliates, have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; (c) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws and (d) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to any applicable anti-corruption laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (a) The operations of the Selling Shareholder and each of its subsidiaries and controlled affiliates are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, (b) the Selling Shareholder and each of its subsidiaries and controlled affiliates have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; (c) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in violation of the Anti-Money Laundering Laws; and (d) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (i) The Selling Shareholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (j) No stamp, documentary, issuance, registration, transfer, withholding, or other similar taxes or duties are payable by or on behalf of the Underwriters, the Company or any of its subsidiaries in the Netherlands or the United States or to any taxing authority thereof or therein in connection with (i) the execution, delivery or consummation of this Agreement, (ii) the sale and delivery of the Shares by the Selling Shareholder pursuant to this Agreement is not prompted the Underwriters or purchasers procured by the Selling Shareholder's knowledge Underwriters, or (iii) the resale and delivery of any material information concerning the Company or its Subsidiaries which is not set forth Shares by the Underwriters in the Prospectus. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Sharesmanner contemplated herein. (k) This Agreement is in proper form under the laws of the Netherlands for the enforcement thereof against the Selling Shareholder, and to ensure the legality, validity, enforceability or admissibility into evidence in the Netherlands of this Agreement. (l) The courts of the Netherlands would recognize as a valid judgment any final monetary judgment obtained against the Selling Shareholder in the courts of the State of New York. (m) Neither the Selling Shareholder nor any of its subsidiaries nor any of its or their properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the Netherlands. The irrevocable and unconditional waiver and agreement of the Selling Shareholder contained in Section 19 not to plead or claim any such immunity in any legal action, suit or proceeding based on this Agreement is valid and binding under the laws of the Netherlands. (n) The choice of law of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Netherlands and will be honored by the courts of the Netherlands. The Selling Shareholder has no actual knowledge that any representation or warranty the power to submit, and pursuant to Section 19 has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Company set forth New York Courts (as defined in Section 4 above is untrue or inaccurate 19), and has the power to designate, appoint and empower, and pursuant to Section 19, has legally, validly and effectively designated, appointed and empowered an agent for service of process in any material respectsuit or proceeding based on or arising under this Agreement in any of the New York Courts.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under this Agreement (i) will not contravene any provision of applicable law, statuteor the certificate of incorporation or by‑laws of the Selling Shareholder, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8‑501 of the New York Uniform Commercial Code in respect of, the Firm Common Shares, Preferred Shares and marketable title to the Additional Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement, and to sell, assign, transfer and deliver the Firm Common Shares, Preferred Shares and Additional Shares to be sold by the Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Firm Common Shares, Preferred Shares and Additional Shares. (fd) Upon delivery of and payment for the Firm Common Shares, Preferred Shares and Additional Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of the Common Shares, including the Firm Converted Common Shares issuable upon conversion of the Preferred Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Common Shares in the name of Cede or such other nominee and the crediting of such Common Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8‑105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Common Shares within the meaning of Section 8‑303 of the UCC, (B) under Section 8‑501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Common Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8‑102 of the UCC, to such Common Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Common Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8‑102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will receive valid and marketable title have been made pursuant to such Shares free and clear of any lien, claim, security interest or other encumbrancethe UCC. (ge) All information relating [Reserved.] (f) (i) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in statements therein not misleading, (ii) the Registration Statement and the Prospectus iscomply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and on each Closing Date will bethe applicable rules and regulations of the Commission thereunder, true, correct, and complete, and (iii) the Time of Sale Prospectus does not, and on at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , (iiv) The sale each bona fide electronic road show, if any, when considered together with the Time of Shares Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 2(f) do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein; provided that the representations and warranties set forth in this paragraph 2(f) are limited to statements or omissions made in reliance upon information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder pursuant expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto, it being understood that such information with respect to this Agreement the Selling Shareholder is not prompted limited to the name of the Selling Shareholder, the number of Common Shares and Preferred Shares offered by the Selling Shareholder's knowledge of any material Shareholder and the address and other information concerning with respect to the Company or its Subsidiaries which is not set forth Selling Shareholder that appear in the footnotes under the caption “Selling Stockholder” in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto (such information, the “Selling Shareholder Information”. (jg) The No part of the proceeds of the offering will be used by the Selling Shareholder has not taken in violation of (i) any laws, rules and will not takeregulations of any jurisdiction applicable to the Selling Shareholder and its affiliated companies from time to time concerning or relating to bribery or corruption, directly or indirectly(ii) applicable Sanctions. For purposes of this Section 2(g), any action designed “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to or that might reasonably be expected to cause or result in stabilization or manipulation time by (A) the U.S. government, including those administered by the Office of Foreign Assets Control of the price of any security United States Department of the Company to facilitate Treasury or the sale U.S. Department of State or resale (B) the United Nations Security Council, the European Union, France or Her Majesty’s Treasury of the SharesUnited Kingdom. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the such Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the such Selling Shareholder of this Agreement of, and the performance by the such Selling Shareholder of its obligations under under, this Agreement, the Custody Agreement signed by such Selling Shareholder and the Company, as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (ithe “Custody Agreement”) and the Power of Attorney appointing a certain individual as such Selling Shareholder’s attorney-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene any provision of applicable law, statuteor the limited partnership agreement of such Selling Shareholder, regulation or filing or any agreement or other instrument binding upon the such Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the such Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or registration the Custody Agreement or filing with any court or governmental agency or body having jurisdiction over itPower of Attorney of such Selling Shareholder, except such as have been obtained and such as may be required by the securities or Blue Sky laws of the various states or the securities laws of any jurisdiction outside the United States of America in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Such Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the such Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, assign, transfer and deliver the Shares to be sold by the such Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) The Custody Agreement and Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder, except as limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors’ rights generally, (ii) by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) by principles of public policy. (e) Upon delivery of and payment for the Shares to be sold by the such Selling Shareholder pursuant to this Agreement, delivery of the certificates representing such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and will have established a “securities account” for the Underwriters within the meaning of Section 8-501(a) of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will receive valid and marketable title have been made pursuant to such Shares free and clear of any lien, claim, security interest or other encumbrancethe UCC. (gi) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the The Registration Statement and Prospectus isStatement, and on each Closing Date when it became effective, did not contain and, as amended or supplemented, if applicable, will be, true, correct, and complete, and does not, and on each Closing Date will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements relating to such information Selling Shareholder therein not misleading. , and (hii) The Selling Shareholder has reviewed the Registration Statement and Prospectus does not contain and, although the Selling Shareholder has as amended or supplemented, if applicable, will not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein in order necessary to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits relating to state any material fact necessary in order to make the statements such Selling Shareholder therein, in the light of the circumstances under which they were made, not misleading. (i) The sale of Shares by , except that the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not representations and warranties set forth in this paragraph 2(f) do not apply to statements or omissions in the Prospectus. (j) The Selling Shareholder has not taken and will not take, directly Registration Statement or indirectly, the Prospectus based upon information relating to any action designed Underwriter furnished to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Sharesin writing by such Underwriter through you expressly for use therein. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement (i) will not contravene any provision of applicable law, statuteor the limited liability company agreement of the Selling Shareholder, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder that is material to the Selling Shareholder or that could adversely affect the Selling Shareholder’s ability to fulfill its obligations hereunder, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except such as have been obtained and made under the Securities Act and the Exchange Act and such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to a securities account of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares and each such Underwriter acquired the interest in the Shares it has purchased under this Agreement in good faith), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will receive valid and marketable title have been made pursuant to such Shares free and clear of any lien, claim, security interest or other encumbrancethe UCC. (ge) All information relating to the The Selling Shareholder furnished in writing is not prompted by any material non-public information concerning the Selling Shareholder expressly for use Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement and Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus is, and on each Closing Date will be, true, correct, and complete, and does not, and on at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , (iiii) The sale each broadly available road show, if any, when considered together with the Time of Shares by Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 2(f) shall only apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to the Selling Shareholder pursuant to this Agreement is not prompted furnished by or on behalf of the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth Shareholder in the Prospectuswriting expressly for use therein. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to each Underwriter the Agent and the Company and agrees with the Agent and the Company as follows: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent")execution, on or prior to the date hereof, free delivery and clear performance of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This this Agreement and the Lock-Up Agreement have each been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (c) The execution and delivery compliance by the Selling Shareholder of this Agreement with all the provisions hereof and the performance by consummation of the Selling Shareholder of its obligations under this Agreement transactions contemplated hereby will not (i) will not contravene any provision of applicable law, statute, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any consent, approval, authorization or other order of of, or registration or filing with qualification with, any court or governmental body or agency or body having jurisdiction over it, (except such as may be required by under the securities or Blue Sky laws of the various states in connection states), (ii) conflict with the offer and sale or constitute a breach of any of the Shares which have been terms or will be effected in accordance with this Agreementprovisions of, (iii) does not and will not violate or a default under any statuteindenture, lawloan agreement, regulation mortgage, lease or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectbound or (iii) violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Selling Shareholder or any property of the Selling Shareholder. (db) This Agreement has been duly and validly authorized, executed and delivered by the Selling Shareholder and is the legal, valid and binding agreement and obligation of the Selling Shareholder. (c) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to the Shares to be sold by the Selling Shareholder free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in the Registration Statement and Prospectus. (e) The Selling Shareholder has, and on the Firm Shares each Closing Date will have, full legal right, power and authorizationauthority, and any all authorization and approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder in the manner provided by this Agreementherein. (fd) The Selling Shareholder is the lawful owner of the Shares to be sold by the Selling Shareholder pursuant to this Agreement and has, and on each Closing Date with respect to the Shares to be sold on such Closing Date will have, good and clear title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this AgreementAgreement on a Closing Date, the several Underwriters will receive valid good and marketable clear title to such Shares will pass to the purchasers thereof, free and clear of any lienall restrictions on transfer, claimliens, encumbrances, security interest or other encumbranceinterests, equities and claims whatsoever. (ge) All To the knowledge of the Selling Shareholder, the Shares have been duly authorized and are validly issued, fully paid and non-assessable. (f) The information relating in the Registration Statement under the caption "Principal and Selling Shareholders" which specifically relates to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the Registration Statement and Prospectus is, and on each Closing Date will be, true, correct, and complete, and does not, and will not on each any Closing Date will notDate, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ig) The sale of Shares by Neither the Selling Shareholder pursuant to this Agreement is not prompted by nor any affiliate of the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the Prospectus. (j) The Selling Shareholder has not taken taken, and they will not take, directly or indirectly, any action designed to cause or that result in, or which has constituted or which might reasonably be expected to cause or result in constitute, the stabilization or manipulation of the price of any security of the Company Shares or the Common Stock in order to facilitate the sale or resale of any of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement (i) will not contravene any provision of applicable law, statuteor the certificate of incorporation or by-laws of the Selling Shareholder, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree by which the Selling Shareholder is bound of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does except for such contraventions that, singly or in the aggregate,would not require any have a material adverse effect on the Selling Shareholder and its subsidiaries, taken as a whole, and which do not materially adversely effect the Selling Shareholder's ability to perform its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except such as have been obtained and may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date (as defined in Section 5) will have, valid and marketable title to the Shares and the corporate power and authority to enter into this Agreement, and to sell, transfer and deliver the Shares. (d) Delivery of the Shares to be sold by the Selling Shareholder free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in the Registration Statement and Prospectus. (e) The Selling Shareholder has, and on the Firm Shares Closing Date will have, full legal right, power and authorization, and any approval required by law, to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder in the manner provided by this Agreement. (f) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, the several Underwriters will receive valid and marketable pass title to such Shares free and clear of any liensecurity interests, claimclaims, security interest or liens, equities and other encumbranceencumbrances. (gi) All information relating to The Registration Statement, as of the Selling Shareholder furnished in writing by date when it became effective, did not contain and, as amended or supplemented, if applicable, as of the Selling Shareholder expressly for use in the Registration Statement and Prospectus isdate of such amendment or supplement, and on each Closing Date will be, true, correct, and complete, and does not, and on each Closing Date will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein not misleading. , and (hii) The Selling Shareholder has reviewed the Registration Statement and Prospectus Prospectus, as of its date, does not contain and, although the Selling Shareholder has not independently verified the accuracy as amended or completeness of all the information contained thereinsupplemented, nothing has come to the attention if applicable, as of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Datedate of such amendment or supplement, the Registration Statement contained will not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i, except that the representations and warranties set forth in this paragraph 2(e) The sale of Shares by shall apply only to information relating to the Selling Shareholder pursuant to this Agreement is not prompted furnished in writing by or on behalf of the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth Shareholder expressly for use in the Registration Statement, the Prospectus. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to preliminary prospectus or that might reasonably be expected to cause any amendment or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Sharessupplement thereto. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to each and agrees with the Underwriter as followsthat: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under this Agreement (i) Agreement, will not contravene any provision of applicable law, statuteor the certificate of incorporation or by-laws of the Selling Shareholder, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date or the Option Closing Date, as the case may be, (as defined in Sections 3 and 5 hereof) will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the several Underwriters Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriter will receive acquire a valid security entitlement in respect of such Shares and marketable title (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares free may be asserted against the Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and clear crediting occur, (x) such Shares will have been registered in the name of any lienCede or another nominee designated by DTC, claimin each case on the Company’s share registry in accordance with its certificate of incorporation, security interest or other encumbrancebylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the account of the Underwriter on the records of DTC will have been made pursuant to the UCC. (ge) All information relating to the The Selling Shareholder furnished has no reason to believe (without independent investigation) that the representations and warranties of the Company contained in writing by the Selling Shareholder expressly for use in Section 1 are not true and correct, is familiar with the Registration Statement and Prospectus isand has no knowledge of any material fact, and on each Closing Date condition or information not disclosed in the Prospectus that has had, or may have, a Material Adverse Effect. The Selling Shareholder is not prompted by any information concerning the Company or its Subsidiaries which is not set forth in the Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will be, true, correct, and complete, and does not, and on each Closing Date will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein not misleading. , and (hii) The Selling Shareholder has reviewed the Registration Statement and Prospectus does not contain and, although the Selling Shareholder has as amended or supplemented, if applicable, will not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i, except that the representations and warranties set forth in this Section 2(f) apply only to statements or omissions in or incorporated by reference in the Registration Statement or the Prospectus furnished to the Company in writing by or on behalf of the Selling Shareholder expressly for use therein. The sale Company and the Underwriter acknowledge that the information on the Selling Shareholder appearing in the Prospectus in the first sentence of Shares the second paragraph under the heading “The Selling Stockholder” and the information in the third paragraph under the heading “The Selling Stockholder” regarding the number of shares of Common Stock owned by the Selling Shareholder pursuant to Stockholder both before and after the sale of the Shares contemplated by this Agreement is not prompted constitutes the only information furnished by or on behalf of the Selling Shareholder's knowledge of any material information concerning Shareholder to the Company or its Subsidiaries which is not set forth expressly for use in the Registration Statement and the Prospectus. (jg) There are no legal or governmental proceedings pending or, to the knowledge of the Selling Shareholder, threatened to which the Selling Shareholder is a party or to which any of the properties of the Selling Shareholder is subject other than proceedings that would not have a material adverse effect on the power or ability of the Selling Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by the Prospectus. (h) The Selling Shareholder has not taken taken, and will not take, directly or indirectly, any action designed to to, or that which might reasonably be expected to to, cause or result in stabilization or nor manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Shares pursuant to the distribution contemplated by this Agreement, and other than as permitted by the Securities Act, the Selling Shareholder has no actual knowledge that not distributed and will not distribute any representation prospectus or warranty other offering material in connection with the offering and sale of the Company set forth in Section 4 above is untrue or inaccurate in any material respectShares.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement, the Custody Agreement signed by the Selling Shareholder and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, as Custodian, relating to the deposit of the Shares to be sold by the Selling Shareholder (ithe "Custody Agreement") and the Power of Attorney appointing certain individuals as attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the "Power of Attorney") will not contravene any provision of applicable law, statuteor the trust agreement governing the Selling Shareholder, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of its obligations under this Agreement or registration the Custody Agreement or filing with any court or governmental agency or body having jurisdiction over itPower of Attorney of the Selling Shareholder, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid "security entitlement" within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery The Custody Agreement and the Power of Attorney have been duly authorized, executed and payment for delivered by the Selling Shareholder and are valid and binding agreements of the Selling Shareholder. (e) Delivery of the Shares to be sold by the Selling Shareholder and payment thereof pursuant to this Agreement, the several Underwriters Agreement will receive pass valid and marketable title to such Shares Shares, free and clear of any lienadverse claim within the meaning of Section 8-102 of the New York Uniform Commercial Code, to each Underwriter who has purchased such Shares without notice of an adverse claim, security interest or other encumbrance. (gf) All information relating to the The Selling Shareholder furnished has no reason to believe that the representations and warranties of the Company contained in writing by the Selling Shareholder expressly for use in Section 1 are not true and correct, is familiar with the Registration Statement and Prospectus isand has no knowledge of any material fact, and condition or information not disclosed in the Prospectus that has had, or may have, a material adverse effect on each Closing Date the Journal Enterprise. The Selling Shareholder is not prompted by any information concerning the Company, Old Journal or their respective subsidiaries which is not set forth in the Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will be, true, correct, and complete, and does not, and on each Closing Date will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein not misleading. misleading and (hii) The Selling Shareholder has reviewed the Registration Statement and Prospectus does not contain and, although the Selling Shareholder has as amended or supplemented, if applicable, will not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i, provided that the representations and warranties set forth in this paragraph 2(g) The sale of Shares are limited to statements or omissions made in reliance upon information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth expressly for use in the ProspectusRegistration Statement, the Prospectus or any amendments or supplements thereto. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to to, and agrees with, each Underwriter as followsof the Underwriters that: (ai) The Selling Shareholder has caused received and is familiar with the Shares to be sold by Prospectus and the Registration Statement as originally filed with the Commission and each Prospectus and has no knowledge of any material fact, condition or information not disclosed in any such Prospectus (preliminary or other) and the Registration Statement which has or could have a Material Adverse Effect on the Company; the Selling Shareholder hereunder is not prompted to be transferred to an account with La Salle Bank National Association (sell the "Transfer Agent"), on or prior Optional Shares by any information concerning the Company which is not set forth in each such Prospectus and the Registration Statement; and to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf best knowledge of the Selling Shareholder until Shareholder, the Closingrepresentations and warranties of the Company contained in Section 2(a) hereof are true and correct. (bii) This The Selling Shareholder has the legal capacity to enter into this Agreement and the Lock-Up full right, power and authority to consummate the transactions provided for hereby, and perform his obligations as provided. This Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder andShareholder, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid valid, legal and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its termsterms (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution may be limited by federal or state securities laws and the public policy of such laws). (ciii) The execution and No consent, authorization, approval, order, registration, license, certificate, declaration or permit of or from, or filing with any court, regulatory body, administrative agency or other governmental body is required for the sale of the Optional Shares by the Selling Shareholder or the execution, delivery or performance by the Selling Shareholder of this Agreement Agreement, except for the registration under the Act of the Shares and the performance registration of the Stock under the Exchange Act, each of which has been made or obtained, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Selling Shareholder of its obligations under this Agreement (i) will not contravene any provision of applicable lawUnderwriters, statutesuch approval as may be required from the NNM to have the Shares listed thereon, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any consent, approval, authorization or order of or registration or filing with any court or governmental agency or body having jurisdiction over it, except such approval as may be required by the Blue Sky laws of the various states NASD in connection with the offer terms and sale of the Shares which have been or will be effected conditions set forth in accordance with this Agreement, . (iiiiv) does not The execution and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to delivery of this Agreement by the Selling Shareholder or (iv) and the consummation, by the Selling Shareholder, of the transactions contemplated hereby will not (A) result in the creation a breach or imposition of constitute a default under any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any material agreement or instrument or any decree, judgment or order to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property properties or assets of the Selling Shareholder is subjectare or may be subject or (B) violate any law, rule or regulation applicable to the Selling Shareholder or to which his properties or assets are or may be subject (other than for the securities or Blue Sky laws of the various states and the rules and regulations of the NASD and assuming compliance with the federal securities laws by the other parties hereto). (dv) The Selling Shareholder hashas and will, and on just prior to the Firm Shares Closing Date will haveclosing of the transactions contemplated by the Agreement, valid have good and marketable title to the Shares to be sold by the Selling Shareholder Optional Shares, free and clear of any pledge, lien, claimsecurity interest, security interest charge, claim equity or encumbrance of any kind, other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in the Registration Statement and Prospectus. (e) than pursuant to this Agreement. The Selling Shareholder has, and on the Firm Shares Closing Date will have, has full legal right, power and authorization, and any approval required by law, authority to sell, assign, transfer and deliver the Optional Shares pursuant to be sold the Agreement and upon delivery of such Optional Shares and payment of the purchase price therefor as contemplated by this Agreement, each of the Underwriters will receive good and marketable title to the Optional Shares purchased by it from the Selling Shareholder, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind. Except as created hereby, there are no outstanding options, warrants, rights or other agreements or arrangements requiring the Selling Shareholder at any time to transfer any of the Optional Shares. (vi) For a period of one hundred eighty (180) calendar days after the date hereof, the Selling Shareholder will not, without the prior written consent of the Representatives, directly or indirectly, offer to sell, sell, grant any option for the sale of, or otherwise dispose of, any shares of Stock or any securities convertible into or exercisable for shares of Stock owned by the Selling Shareholder in or with respect to which the manner provided by Selling Shareholder has the power of disposition, other than to the Underwriters pursuant to this Agreement. (fvii) Upon delivery of and payment Certificates in negotiable form for all Optional Shares have been placed in custody with the Company for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, the several Underwriters will receive valid and marketable title to such Shares free and clear purpose of any lien, claim, security interest or other encumbranceeffecting delivery hereunder. (g) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the Registration Statement and Prospectus is, and on each Closing Date will be, true, correct, and complete, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading. (hviii) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, misleading. (i) The sale of Shares by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the Prospectus. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to to, or that might be reasonably be expected to to, cause or result in stabilization or manipulation of the price of the Stock; and the Selling Shareholder has not distributed and will not distribute any security prospectus or other offering material in connection with the offering and sale of the Company to facilitate Shares other than any Preliminary Prospectus filed with the sale Commission or resale of the SharesProspectuses or other material permitted by the Act or the Rules and Regulations. (kix) The Neither the Registration Statement nor any amendment thereto, as of the applicable effective date or dates, and neither the Prospectus nor any amendment or supplement thereto contains or will not contain an untrue statement of a material fact regarding the Selling Shareholder has no actual knowledge that any representation or warranty of omit to state a material fact regarding the Company set forth in Section 4 above is untrue Selling Shareholder required to be stated therein or inaccurate in any material respectnecessary to make the statements therein not misleading.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to each Underwriter as followsyou that: (a) The Selling Shareholder has caused now is, and at the time of delivery will be, the lawful owner of the number of Shares to be sold by the such Selling Shareholder hereunder and at the time of delivery thereof will have valid and marketable title to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereofsuch Shares, free and clear of any claim, lien, claimencumbrance, security interest interest, community property right, restriction on transfer or other encumbrance to be held by defect in title and now and at the Transfer Agent on behalf time of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each been duly authorized, executed and delivered by or on behalf delivery of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (c) The execution and delivery by the Selling Shareholder of this Agreement and the performance by the Selling Shareholder of its obligations under this Agreement (i) will not contravene any provision of applicable law, statute, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any consent, approval, authorization or order of or registration or filing with any court or governmental agency or body having jurisdiction over it, except such as may be required by the Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subject. (d) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to the Shares to be sold by the Selling Shareholder free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in the Registration Statement and Prospectus. (e) The Selling Shareholder has, and on the Firm Shares Closing Date will have, full legal right, power and authorization, and any approval required by law, to sell, assign, transfer and deliver the such Shares to be sold by the Selling Shareholder in the manner provided by in this Agreement. (fb) Upon delivery When the Registration Statement becomes effective and at all times subsequent thereto through the Closing Date, such parts of the Registration Statement and payment for Prospectus, and any supplements or amendments thereto and the Shares to be sold documents incorporated by the Selling Shareholder pursuant to this Agreementreference therein, the several Underwriters will receive valid and marketable title to such Shares free and clear of any lien, claim, security interest or other encumbrance. (g) All information relating as they relate to the Selling Shareholder and are based on information furnished in writing to the Company by or on behalf of the Selling Shareholder expressly for use in the Registration Statement and Prospectus isStatement, and on each Closing Date the Prospectus, any preliminary prospectus or any such supplement or amendment will be, true, correct, and complete, and does not, and on each Closing Date will not, not contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the each case in light of the circumstances under which they were made, misleading. (ic) The sale of Shares by the Such Selling Shareholder pursuant will cooperate, to this Agreement is not prompted the extent required, in connection with the registration or qualification of the Shares under the securities or Blue Sky laws of such jurisdictions as may be designated by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the Prospectusyou. (jd) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to to, or that which has constituted or which might reasonably be expected to cause or result in in, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the SharesCommon Stock. (ke) The Selling Shareholder has no actual knowledge that any representation or warranty his own counselors and advisors upon whom he has relied; he has not relied on you in determining to sell the Shares. The Selling Shareholder is aware of the Company set forth in Section 4 above is untrue fact that you may recommend to your clients or inaccurate in any material respectothers that they purchase the Shares, and that such investment may prove to be profitable to your clientele.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement and the Letter of Transmittal and Custody Agreement (ithe "Custody Agreement") signed by the Selling Shareholder and First Chicago Trust Company of New York, as Custodian, relating to the deposit of the Shares (the "CUSTODY AGREEMENT") will not contravene any provision of applicable law, statuteor the certificate of limited partnership, regulation limited partnership agreement or filing other organizational documents (if any) of the Selling Shareholder, or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of its obligations under this Agreement or registration or filing with any court or governmental agency or body having jurisdiction over itthe Custody Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) The Selling Shareholder is the registered owner of the Shares which have been or will be effected in accordance with this Agreementand no person, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to other than the Selling Shareholder or (iv) will not result and the legal and beneficial owners of limited and general partnership interests in the creation Selling Shareholder, has any legal or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which beneficial interest in any of the property or assets of Shares, and the Selling Shareholder is subject. (d) The Selling Shareholder has, and on the Firm Shares Closing Date and any Option Closing Date (as defined in Section 5) will have, valid title to the Shares and marketable the legal right and power, and all authorization and approval required by law or other instruments binding upon the Selling Shareholder, to enter into this Agreement and the Custody Agreement and to sell, transfer and deliver the Shares. (d) The Custody Agreement has been duly authorized, executed and delivered by the Selling Shareholder and is a valid and binding agreement of the Selling Shareholder. (e) Delivery of the Shares will pass title to the Shares to be sold by the Selling Shareholder Underwriters, free and clear of any liensecurity interests, claimclaims, security interest or liens, equities and other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in the Registration Statement and Prospectusencumbrances. (ei) The Selling Shareholder hasRegistration Statement, and on the Firm Shares Closing Date when it became effective, did not contain and, as amended or supplemented, if applicable, will have, full legal right, power and authorization, and any approval required by law, to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder in the manner provided by this Agreement. (f) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, the several Underwriters will receive valid and marketable title to such Shares free and clear of any lien, claim, security interest or other encumbrance. (g) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the Registration Statement and Prospectus is, and on each Closing Date will be, true, correct, and complete, and does not, and on each Closing Date will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein not misleading. misleading and (hii) The Selling Shareholder has reviewed the Registration Statement and Prospectus does not contain and, although the Selling Shareholder has as amended or supplemented, if applicable, will not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i) The sale of Shares by , provided that the representations and warranties set forth in this paragraph only apply to the information pertaining to the Selling Shareholder pursuant to this Agreement is not prompted by or Carlyle under the Selling Shareholder's knowledge of any material information concerning captions "Prospectus Summary-- Certain Transactions in Connection with the Company or its Subsidiaries which is not set forth Offering," "Prospectus Summary- -Relationship with Thiokol," "Certain Transactions in Connection with the ProspectusOffering," "The Company," "Principal Stockholders," "Relationship with Thiokol" and "Arrangements Between the Company, Carlyle and Thiokol. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect."

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement (i) will not contravene any provision of applicable lawlaw that is material to the consummation of the transactions contemplated hereby, statuteor the certificate of incorporation or by-laws or other applicable charter documents of the Selling Shareholder, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder that is material to the consummation of the transactions contemplated hereby or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will receive valid and marketable title have been made pursuant to such Shares free and clear of any lien, claim, security interest or other encumbrancethe UCC. (ge) All information relating to the The Selling Shareholder furnished in writing is not prompted by any information concerning the Selling Shareholder expressly for use Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement and Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus is, and on each Closing Date will be, true, correct, and complete, and does not, and on at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , and (iiii) The sale the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of Shares a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the representations and warranties set forth in this paragraph 2(g) do not apply to statements or omissions in the Registration Statement or Time of Sale Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein; provided further that the representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information specifically relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder pursuant expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto. The aggregate liability of the Selling Shareholder for all claims under this Section 2(g) shall be limited to this Agreement is not prompted an amount equal to the aggregate Public Offering Price (less underwriting discounts and commissions) of the shares sold by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the ProspectusShareholder under this Agreement. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby Shareholder, represents and warrants to each and agrees with the Underwriter as followsthat: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement (i) will not contravene any provision of applicable law, statuteor the certificate of limited partnership or limited partnership agreement of the Selling Shareholder, regulation or filing or any material agreement or other material instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does in each case, except as would not require any have a material adverse effect on the Selling Shareholder’s performance of its obligations under this Agreement. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, (i) except such as has been obtained or made, (ii) except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been Shares, or will be effected in accordance with this Agreement, (iii) does except those the failure to obtain or make would not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to have a material adverse effect on the Selling Shareholder or (iv) will not result in the creation or imposition Shareholder’s performance of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectits obligations under this Agreement. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the several Underwriters Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities account of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriter will receive acquire a valid security entitlement in respect of such Shares and marketable title (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares free may be asserted against the Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and clear crediting occur, (x) such Shares will have been registered in the name of any lienCede or another nominee designated by DTC, claimin each case on the Company’s share registry in accordance with its certificate of incorporation, security interest or other encumbrancebylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the account of the Underwriter on the records of DTC will have been made pursuant to the UCC. (ge) All information relating to the The Selling Shareholder furnished in writing is not prompted by any material non-public information concerning the Selling Shareholder expressly for use Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement and Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus is, and on each Closing Date will be, true, correct, and complete, and does not, and on at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , (iiii) The sale each broadly available road show, if any, when considered together with the Time of Shares by Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(f) are limited to the information regarding the Selling Shareholder pursuant to this Agreement is not prompted that was furnished in writing by or on behalf of the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not Shareholder expressly for use in, and actually set forth in in, the Prospectus. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation section of the price Time of any security of Sale Prospectus or the Company to facilitate the sale or resale of the SharesProspectus that is titled “Selling Stockholder”. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement, the Custody Agreement signed by the Selling Shareholder and [ ], as Custodian, relating to the deposit of the Shares to be sold by the Selling Shareholder (ithe “Custody Agreement”) and the Power of Attorney appointing certain individuals as the Selling Shareholder’s attorney-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene any provision of applicable law, statuteor the certificate of incorporation or by-laws of the Selling Shareholder (if the Selling Shareholder is a corporation), regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of its obligations under this Agreement or registration the Custody Agreement or filing with any court or governmental agency or body having jurisdiction over itPower of Attorney of the Selling Shareholder, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by the Selling Shareholder and are valid and binding agreements of the Selling Shareholder. (e) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will receive valid and marketable title to such Shares free and clear of any lien, claim, security interest or other encumbrance. (g) All information relating have been made pursuant to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the Registration Statement and Prospectus is, and on each Closing Date will be, true, correct, and complete, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleadingUCC. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, misleading. (i) The sale of Shares by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the Prospectus. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement (i) will not contravene any provision of applicable law, statuteor the certificate of formation or limited liability company agreement of the Selling Shareholder, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of of, or registration or filing with qualification with, any court or governmental body, agency or body having jurisdiction over itcourt is required for the performance by the Selling Shareholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8 501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8 105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of S▇▇▇▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇, (▇) under Section 8 501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8 102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8 102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will receive valid have been made pursuant to the UCC. (e) The Selling Shareholder has delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (f) The Selling Shareholder has no reason to believe that the representations and marketable title to such Shares free warranties of the Company contained in Section ‎1 are not true and clear correct, is familiar with the Registration Statement, the Time of Sale Prospectus and the Prospectus and has no knowledge of any lienmaterial fact, claimcondition or information not disclosed in the Registration Statement, security interest the Time of Sale Prospectus or other encumbrancethe Prospectus that has had, or may have, a material adverse effect on the Company and its subsidiaries, taken as a whole. The Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement. (g) All information relating (i) Each document, if any, filed or to be filed pursuant to the Selling Shareholder furnished Exchange Act and incorporated by reference in writing by the Selling Shareholder expressly for use Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus iscomply, and on each Closing Date as amended or supplemented, if applicable, will becomply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, true, correct, and complete, and (iv) the Time of Sale Prospectus does not, and on at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section ‎5 hereof), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the representations and warranties set forth in this paragraph are limited solely to statements or omissions made in reliance upon information relating to the Selling Shareholder furnished in writing to the Company or the Representatives by or on behalf of the Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus, it being understood and agreed that the only information furnished in writing by the Selling Shareholder consists of the name of the Selling Shareholder, the number of offered shares and the address and other information with respect to the Selling Shareholder (excluding percentages) which appear in the Registration Statement or any Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Shareholder” (the “Selling Shareholder Information”) and provided further that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein it being understood and agreed that the only such information is that as described in Section 10(c) hereof. (i) None of the Selling Shareholder or any of its subsidiaries or any director, officer, employee, agent, representative, or affiliate thereof, or, to the knowledge of the Selling Shareholder, any agent, affiliate or representative of the Selling Shareholder or any of its subsidiaries is a Person that is, or is owned or controlled by a Person that is: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria or in any other country or territory, that, at the time of such funding, is the subject of Sanctions). (ii) The Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, except to the extent permitted for a Person required to comply with Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Except as disclosed by the Company or the Selling Shareholder to the Representatives prior to the date hereof, which information is disclosed in the Time of Sale Prospectus, for the past 5 years, the Selling Shareholder and its subsidiaries have not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (iv) None of the Selling Shareholder or any of its subsidiaries, or, to the knowledge of the Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” to influence official action or to secure an improper advantage; and the Selling Shareholder and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein. (v) The operations of the Selling Shareholder and its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (i) The sale of Shares by the Selling Shareholder pursuant to this Agreement represents and warrants that it is not prompted by (i) an employee benefit plan subject to Title I of the Selling Shareholder's knowledge Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any material information concerning the Company such plan or its Subsidiaries which is not set forth in the Prospectusaccount under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents represents, warrants and warrants to covenants to, and agrees with, each Underwriter of the Underwriters that, as followsof the date hereof and as of the Closing Date: (a) The Selling Shareholder Shareholder, if not an individual, has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association been duly incorporated (the "Transfer Agent"), on or prior to the date hereof, free organized or formed) and clear of any lien, claim, security interest is validly existing as a corporation (or other encumbrance to be held by organization or entity) in good standing under the Transfer Agent on behalf laws of the Selling Shareholder until the Closing.its jurisdiction of incorporation (or organization or formation); (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder andShareholder, assuming due authorizationand constitutes a valid, execution legal and delivery by the other parties hereto, constitutes the valid and legally binding agreement obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (c) , except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The execution execution, delivery and delivery by the Selling Shareholder performance of this Agreement and the performance by consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, agreement or instrument to which the Selling Shareholder is a party or by which it is bound or to which any of its obligations under this Agreement (i) will not contravene property is subject, or any provision of applicable laworder, statuterule, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any consent, approval, authorization or order of or registration or filing with any court or governmental agency or body having jurisdiction over itthe Selling Shareholder or any of its properties, except such for violations and defaults that individually or in the aggregate would not reasonably be expected to have a material adverse effect. No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the sale of Selling Shareholder Shares by the Selling Shareholder, except as may be required under the Securities Act or state securities or blue sky laws; and the Selling Shareholder has the power and authority to enter into this Agreement and to sell the Selling Shareholder Shares to be sold by the Blue Sky laws of the various states in connection with the offer and it as contemplated by this Agreement. (c) The sale of the Selling Shareholder Shares which have been or will be effected in accordance by the Selling Shareholder hereunder and the compliance by the Selling Shareholder with this Agreement, (iii) does not and the consummation of the transactions herein and therein contemplated will not violate any statute, law, regulation conflict with or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation a breach or imposition violation of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of any trust, loan agreement, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be is bound or to which any of the property or assets of the Selling Shareholder is subject, except as would not reasonably be expected to affect the validity of the Selling Shareholder Shares being sold by the Selling Shareholder or impact the ability of the Selling Shareholder to perform its obligations under this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental body or agency is required for the performance by the Selling Shareholder of its obligations under this Agreement and the consummation by the Selling Shareholder of the transactions contemplated by this Agreement in connection with the Selling Shareholder Shares to be sold by the Selling Shareholder hereunder, except the registration under the Securities Act of the Selling Shareholder Shares or approval for listing on the Nasdaq Capital Market (“Nasdaq”) and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under federal or state securities or Blue Sky laws or the rules and regulations of FINRA in connection with the purchase and distribution of the Selling Shareholder Shares by the Underwriters. (d) The Selling Shareholder hasis, and on the Firm Shares Closing Date will havedate hereof, valid the record and marketable title to beneficial owner of all of the Selling Shareholder Shares to be sold by the Selling Shareholder hereunder free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in the Registration Statement and Prospectusall Liens. (e) The On the Closing Date, all share transfer or other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer by the Selling Shareholder has, and on of the Firm Shares Closing Date will have, full legal right, power and authorization, and any approval required by law, to sell, assign, transfer and deliver the Selling Shareholder Shares to be sold by the Selling Shareholder in will be fully paid or provided for by the manner provided by this AgreementSelling Shareholder and all laws imposing such taxes will be fully complied with. (f) Upon delivery All information with respect to the Selling Shareholder contained in the Registration Statement and the Prospectus, or any amendment or supplement thereto, complied or will comply in all material respects with all applicable requirements of the Securities Act and payment for the Securities Act Regulations promulgated thereunder and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (g) The Selling Shareholder, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of the Selling Shareholder Shares to be sold by the Selling Shareholder pursuant hereunder, except as has been previously disclosed in writing to this Agreement, the several Underwriters will receive valid and marketable title to such Shares free and clear of any lien, claim, security interest or other encumbranceUnderwriter. (gh) The Selling Shareholder represents and warrants that it has not prepared or had prepared on its behalf or used or referred to any “free writing prospectus” (as defined in Rule 405 of the Securities Act) and further represents that it has not distributed and will not distribute any written materials in connection with the offer or sale of the Selling Shareholder Shares to be sold by the Selling Shareholder hereunder that could otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed with the Commission or retained under Rule 433 of the Securities Act. (i) All information relating to the Selling Shareholder furnished in writing by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement and Prospectus isor the Prospectus, and on each as the case may be, is as of the Closing Date will beDate, true, correct, and completecomplete in all material respects, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein misleading in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madesuch information was furnished. In addition, misleading. (i) The sale of Shares by the Selling Shareholder pursuant to this Agreement is not prompted by confirms as accurate the number of Ordinary Shares set forth opposite the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth ’s name in the ProspectusProspectus under the caption “Selling Shareholder” (both prior to and after giving effect to the sale of the Shares). (j) The Selling Shareholder does not have any registration or other similar rights to have any equity or debt securities (other than the Selling Shareholder Shares) registered for sale by the Company under the Registration Statement or included in an offering contemplated by this Agreement, except for such rights that have been waived. (k) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might be reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (kl) The obligations of the Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of the individual Selling Shareholder or any individual who is a shareholder of the Selling Shareholder or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership or corporation, by the dissolution of such partnership, limited liability company or corporation, or by the occurrence of any other event; if the individual Selling Shareholder or shareholder of the Selling Shareholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, limited liability company or corporation should be dissolved, or if any other such event should occur, before the delivery of the Selling Shareholder Shares to be sold by the Selling Shareholder hereunder, certificates or book entry securities entitlements representing the Selling Shareholder Shares to be sold by the Selling Shareholder hereunder shall be delivered by or on behalf of the Selling Shareholder in accordance with the terms and conditions of this Agreement. (m) Neither the Selling Shareholder, or in the event that the Selling Shareholder is an entity, any of its Subsidiaries nor to the knowledge of the Selling Shareholder, any director, officer, agent, employee or Affiliate of the Selling Shareholder or any of its Subsidiaries, is currently subject to any U.S. sanctions administered by OFAC, the United Nations Security Council, the European Union, His Majesty’s Treasury (UK HMT), the Swiss Secretariat of Economic Affairs, the Monetary Authority of Singapore or other relevant authorities (collectively, “Sanctions”) nor located, organized or resident in a country or territory that is the subject of Sanctions. The Selling Shareholder will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other person or entity, for the purpose of funding or financing the activities or business of or with any person or in any country or territory that at the time of such funding or facilitation is the subject of to any Sanctions, or in any other manner that will result in a violation of Sanctions by any person (including any person participating in the Offering). For the past five years, neither the Selling Shareholder has knowingly engaged in, is not knowingly engaged in, and will not engage in, any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (n) In the event that the Selling Shareholder is an entity, the operations of the Selling Shareholder and any of its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority, or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (o) In the event that the Selling Shareholder is an entity, the Selling Shareholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (p) The Selling Shareholder has reviewed the Registration Statement and the Prospectus and has no actual knowledge of any material fact, condition or information not disclosed therein that has had or could reasonably be expected to result in a Material Adverse Effect, and the Selling Shareholder is not prompted to sell Ordinary Shares by any representation or warranty of information concerning the Company that is not set forth in Section 4 above is untrue the Registration Statement or inaccurate in any material respectthe Prospectus.

Representations and Warranties of the Selling Shareholder. The --------------------------------------------------------- Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the such Selling Shareholder of its obligations under under, this Agreement, the Custody Agreement signed by such Selling Shareholder and ____________, as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (ithe "Custody Agreement") and the Power of Attorney appointing certain individuals as such Selling Shareholder's attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the "Power of Attorney"), will not contravene any provision of applicable law, statute, regulation or filing law or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of his obligations under this Agreement or registration the Custody Agreement or filing with any court or governmental agency or body having jurisdiction over itPower of Attorney of such Selling Shareholder, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to the Shares to be sold by the Selling Shareholder free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder. (d) The Shares to be sold by the Selling Shareholder in pursuant to this Agreement have been duly authorized and are validly issued, fully paid and non-assessable. (e) The Custody Agreement and the manner provided Power of Attorney have been duly authorized, executed and delivered by this Agreementthe Selling Shareholder and are valid and binding agreements of the Selling Shareholder. (f) Upon delivery Delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, the several Underwriters Agreement will receive valid and marketable pass title to such Shares free and clear of any liensecurity interests, claimclaims, security interest or liens, equities and other encumbranceencumbrances. (gi) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the Registration Statement and Prospectus isStatement, and on each Closing Date when it became effective, did not contain and, as amended or supplemented, if applicable, will be, true, correct, and complete, and does not, and on each Closing Date will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein not misleading. , (hii) The Selling Shareholder has reviewed the Registration Statement and the Prospectus comply and, although as amended or supplemented, if applicable, will comply in all material respects with the Selling Shareholder has not independently verified Securities Act and the accuracy or completeness of all the information contained therein, nothing has come to the attention applicable rules and regulations of the Selling Shareholder that would lead Commission thereunder and (iii) the Selling Shareholder to believe that (i) on the Effective DateProspectus does not contain and, the Registration Statement contained as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i) The sale of Shares by , except that the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not representations and warranties set forth in this paragraph 2(g) do not apply to statements or omissions in the Prospectus. (j) The Selling Shareholder has not taken and will not take, directly Registration Statement or indirectly, the Prospectus based upon information relating to any action designed Underwriter furnished to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Sharesin writing by such Underwriter through you expressly for use therein. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the such Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the such Selling Shareholder of this Agreement of, and the performance by the such Selling Shareholder of its his obligations under under, this Agreement, the Custody Agreement signed by such Selling Shareholder and Norm▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (ithe "CUSTODY AGREEMENT") and the Power of Attorney appointing certain individuals as such Selling Shareholder's attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the "POWER OF ATTORNEY") will not contravene any provision of applicable law, statute, regulation or filing law or any agreement or other instrument binding upon the such Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the such Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of his obligations under this Agreement or registration the Custody Agreement or filing with any court or governmental agency or body having jurisdiction over itPower of Attorney of such Selling Shareholder, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Such Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to the Shares to be sold by the such Selling Shareholder free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, assign, transfer and deliver the Shares to be sold by the such Selling Shareholder. (d) The Shares to be sold by such Selling Shareholder in pursuant to this Agreement have been duly authorized and are validly issued, fully paid and non-assessable. (e) The Custody Agreement and the manner provided Power of Attorney have been duly authorized, executed and delivered by this Agreementsuch Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (f) Upon delivery Delivery of and payment for the Shares to be sold by the such Selling Shareholder pursuant to this Agreement, the several Underwriters Agreement will receive valid and marketable pass title to such Shares free and clear of any liensecurity interests, claimclaims, security interest or liens, equities and other encumbranceencumbrances. (g) All information relating to furnished by or on behalf of the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the Registration Statement and or Prospectus is, and on each the Closing Date will be, true, correct, correct and complete, complete and does not, and on each the Closing Date date will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements thereininformation, in the light of the circumstances under which they were madeit was provided, not misleading. (i) The sale of Shares by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the Prospectus. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement Agreement, will not (i) will not contravene (a) any provision of the articles of association of the Selling Shareholder, (b) any provision of applicable law, statute, regulation or filing or (c) any agreement or other instrument binding upon the Selling Shareholder Shareholder, or (d) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, except in the case of clauses (i)(b) through (i)(d) above, for any such contravention that would not, singly or in the aggregate, affect the validity of the Shares to be sold by the Selling Shareholder or reasonably be expected to materially impair the power and ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement, and (ii) does not require any consent, approval, authorization or order of of, or registration or filing with qualification with, any court or governmental body, agency or body having jurisdiction over itcourt is required for the performance by the Selling Shareholder of its obligations under this Agreement, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders or qualifications as have been obtained or such as may be required by the FINRA and applicable state securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbranceencumbrances and the legal right and power, includingand all authorization and approval required by law, without limitationto enter into this Agreement and to sell, any restriction on transfertransfer and deliver the Shares or a security entitlement in respect of such Shares. (d) Upon payment for the Shares pursuant to this Agreement, except delivery of such Shares, as otherwise described directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the Registration Statement name of Cede or such other nominee and Prospectusthe crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (e) The Selling Shareholder hashas delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (f) The Selling Shareholder is familiar with the Registration Statement, the Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus that has had, or may have, a material adverse effect on the Firm Shares Closing Date will haveCompany and its subsidiaries, full legal right, power and authorization, and any approval required by law, to sell, assign, transfer and deliver the Shares to be sold by the taken as a whole. The Selling Shareholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the manner provided by Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement. (fi) Upon delivery The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain, as of and payment for the Shares date of such amendment or supplement, any untrue statement of a material fact or omit to state a material fact required to be sold by stated therein or necessary to make the Selling Shareholder pursuant to this Agreementstatements therein not misleading, the several Underwriters will receive valid and marketable title to such Shares free and clear of any lien, claim, security interest or other encumbrance. (gii) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the Registration Statement and the Prospectus iscomply and, as amended or supplemented, if applicable, will, as of the date of such amendment or supplement, comply in all material respects with the Securities Act and on each Closing Date will bethe applicable rules and regulations of the Commission thereunder, true, correct, and complete, and (iii) the Time of Sale Prospectus does not, and on at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading. , (hiv) The Selling Shareholder has reviewed each broadly available road show, if any, when considered together with the Registration Statement and Prospectus andTime of Sale Prospectus, although the Selling Shareholder has does not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein in order necessary to make the statements made therein therein, in the light of the circumstances under which they were made, not misleading and (iiv) on the Effective Date as of its date, the Prospectus contained does not contain and, on each as amended or supplemented, if applicable, as of the date of such amendment or supplement and as of the Closing Date containsDate, will not contain any untrue statement of a material fact or omitted or omits omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein. (i) None of the Selling Shareholder or any of its subsidiaries, any director or officer thereof, or, to the knowledge of the Selling Shareholder, any employee, agent, representative, or controlled affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria). (ii) The Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Selling Shareholder and each of its subsidiaries and controlled affiliates (a) have conducted their businesses at all times in compliance with Sanctions, (b) have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein, and (c) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to Sanctions is pending or, to the best knowledge of the Selling Shareholder, threatened. (iv) For the past five years, the Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (a) None of the Selling Shareholder or any of its subsidiaries or controlled affiliates, or, to the knowledge of the Selling Shareholder, any director, officer, employee, agent, representative, or controlled affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) the Selling Shareholder and each of its subsidiaries and, to the Selling Shareholder’s knowledge, each of its controlled affiliates, have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; (c) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws and (d) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to any applicable anti-corruption laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (a) The operations of the Selling Shareholder and each of its subsidiaries and controlled affiliates are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, (b) the Selling Shareholder and each of its subsidiaries and controlled affiliates have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; (c) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in violation of the Anti-Money Laundering Laws; and (d) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (i) The Selling Shareholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (j) No stamp, documentary, issuance, registration, transfer, withholding, or other similar taxes or duties are payable by or on behalf of the Underwriters, the Company or any of its subsidiaries in the Netherlands or the United States or to any taxing authority thereof or therein in connection with (i) the execution, delivery or consummation of this Agreement, (ii) the sale and delivery of the Shares by the Selling Shareholder pursuant to this Agreement is not prompted the Underwriters or purchasers procured by the Selling Shareholder's knowledge Underwriters, or (iii) the resale and delivery of any material information concerning the Company or its Subsidiaries which is not set forth Shares by the Underwriters in the Prospectus. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Sharesmanner contemplated herein. (k) This Agreement is in proper form under the laws of the Netherlands for the enforcement thereof against the Selling Shareholder, and to ensure the legality, validity, enforceability or admissibility into evidence in the Netherlands of this Agreement. (l) The courts of the Netherlands would recognize as a valid judgment any final monetary judgment obtained against the Selling Shareholder in the courts of the State of New York. (m) Neither the Selling Shareholder nor any of its subsidiaries nor any of its or their properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the Netherlands. The irrevocable and unconditional waiver and agreement of the Selling Shareholder contained in Section 19 not to plead or claim any such immunity in any legal action, suit or proceeding based on this Agreement is valid and binding under the laws of the Netherlands. (n) The choice of law of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Netherlands and will be honored by the courts of the Netherlands. The Selling Shareholder has no actual knowledge that any representation or warranty the power to submit, and pursuant to Section 19 has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Company set forth New York Courts (as defined in Section 4 above is untrue or inaccurate 19), and has the power to designate, appoint and empower, and pursuant to Section 19, has legally, validly and effectively designated, appointed and empowered an agent for service of process in any material respectsuit or proceeding based on or arising under this Agreement in any of the New York Courts.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Except for the free writing prospectuses, if any, identified in Schedule II hereto, and electronic road shows, if any, furnished to you before first use, the Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent")not prepared, on used or referred to, and will not, without your prior to the date hereofconsent, prepare, use or refer to, any free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closingwriting prospectus. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (c) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement will not contravene (i) will not contravene any provision of applicable law, statute(ii) the certificate of incorporation or by-laws of the Selling Shareholder, regulation or filing or (iii) any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, except for such contraventions in the case of (iii) does and (iii) as would not require any have a material adverse effect on the Company or its subsidiaries, taken as a whole, or on the Selling Shareholder's ability to consummate the transactions contemplated hereby. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except (i) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which and (ii) as would not have been a material adverse effect on the Company or will be effected in accordance with this Agreementits subsidiaries, (iii) does not and will not violate any statutetaken as a whole, law, regulation or filing or judgment, injunction, order or decree applicable to on the Selling Shareholder or (iv) will not result in Shareholder's ability to consummate the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjecttransactions contemplated hereby. (d) The Selling Shareholder hasowns, and on the Firm Shares Closing Date will haveown, valid and marketable title to the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in the Registration Statement encumbrances and Prospectus. (e) The Selling Shareholder has, and on the Firm Shares Closing Date will have, full the legal right, power right and authorizationpower, and any approval all authorizations and approvals required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder in the manner provided by this AgreementShareholder. (fe) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. ("CEDE") or such other nominee as may be designated by the Depository Trust Company ("DTC"), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the "UCC")) to such Shares), (A) DTC shall be a "protected purchaser" of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any "adverse claim", within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company's share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a "clearing corporation" within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will receive valid have been made pursuant to the UCC. (f) Upon payment for the Shares to be sold to the Underwriters by the Selling Shareholder pursuant to this Agreement, all right, title and marketable title interest in the Shares will be transferred to such Shares the Underwriters free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbranceencumbrances. (g) All information relating to the The Selling Shareholder furnished has no knowledge that the representations and warranties of the Company and Copa Airlines contained in writing by the Selling Shareholder expressly for use in Section 1 are not true and correct, is familiar with the Registration Statement and Prospectus is, and on each Closing Date will be, true, correct, and complete, and does not, and on each Closing Date will not, contain has no knowledge of any untrue statement of material fact or omission to state a material fact or omit to state any material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries that is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. The liability of the Selling Shareholder for a breach of the representations and warranties contained in this paragraph shall be limited to an amount equal to the aggregate Public Offering Price of the Shares sold by the Selling Shareholder under this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 2(h) apply only to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to the Selling Shareholder that is furnished to the Company in writing by the Selling Shareholder pursuant expressly for use therein. The liability of the Selling Shareholder for a breach of representations and warranties contained in this paragraph shall be limited to this Agreement is not prompted an amount equal to the aggregate Public Offering Price of the Shares sold by the Selling Shareholder's knowledge Shareholder under this Agreement. (i) In order to document the Underwriters' compliance with the reporting and withholding provisions of any material information concerning the Company Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, the Selling Shareholder will deliver to the Representatives prior to or its Subsidiaries which is not set forth at the Closing Date a properly completed and executed U.S. Treasury Department Form W-9 (or other applicable form or statement specified by the U.S. Treasury Department regulations in the Prospectuslieu thereof). (j) The Except as disclosed by the Selling Shareholder in writing to the Representatives, neither the Selling Shareholder nor any of his, her or its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or has not taken and will not takeany other association with (within the meaning of Article 1(q) of the By-laws of the National Association of Securities Dealers, directly or indirectlyInc. (the "NASD")), any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation member firm of the price of any security of the Company to facilitate the sale or resale of the SharesNASD. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to each and agrees with the Underwriter as followsthat: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Forward Sale Agreement have each been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement (i) and the Forward Sale Agreement will not contravene any provision of applicable law, statuteor the memorandum and articles of association of the Selling Shareholder, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement and the Forward Sale Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectFixed Price Shares. (dc) The Selling Shareholder has, and on immediately prior to delivery of the Firm Forward Shares Closing Date to GSFM pursuant to the Forward Sale Agreement the Selling Shareholder will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Forward Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances (except for any lien, claim, lien or security interest or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in favor of GSFM) and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and the Forward Sale Agreement and to sell, assign, transfer and deliver the Forward Shares to be sold by the Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Forward Shares. (fd) Upon delivery of and payment for the Forward Shares to be sold by the Selling Shareholder pursuant to this the Forward Sale Agreement, delivery of such Forward Shares, as directed by GSFM, to Cede & Co. (“Cede”) or such other nominee as may be designated by the several Underwriters will receive valid Depository Trust Company (“DTC”), registration of such Forward Shares in the name of Cede or such other nominee and marketable title the crediting of such Forward Shares on the books of DTC to securities accounts of GSFM (assuming that neither DTC nor GSFM has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Forward Shares), (A) DTC shall be a “protected purchaser” of such Forward Shares free within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, GSFM will acquire a valid security entitlement in respect of such Forward Shares and clear (C) no action based on any “adverse claim”, within the meaning of any lienSection 8-102 of the UCC, claimto such Forward Shares may be asserted against GSFM with respect to such security entitlement; for purposes of this representation, security interest the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Forward Shares will have been registered in the name of Cede or other encumbranceanother nominee designated by DTC, in each case on the Company’s share register in accordance with its memorandum and articles of association and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of GSFM on the records of DTC will have been made pursuant to the UCC. (gi) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the The Registration Statement and Prospectus isStatement, and on each Closing Date when it became effective, did not contain and, as amended or supplemented, if applicable, will be, true, correct, and complete, and does not, and on each Closing Date will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein not misleading. misleading and (hii) The Selling Shareholder has reviewed the Registration Statement and Prospectus does not contain and, although the Selling Shareholder has as amended or supplemented, if applicable, will not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i, provided that the representations and warranties set forth in this paragraph 2(e) The sale of Shares are limited to statements or omissions in the Registration Statement or Prospectus made in reliance upon information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth expressly for use in the ProspectusRegistration Statement, the Prospectus or any amendments or supplements thereto. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement (i) will not contravene any provision of applicable law, statutethe certificate of incorporation or by-laws of the Selling Shareholder, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except such as may have been obtained and such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to the Shares to be sold by the Selling Shareholder free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder in the manner provided by this AgreementShareholder. (fd) Upon delivery Delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, the several Underwriters Agreement will receive valid and marketable pass title to such the Shares free and clear of any liensecurity interests, claimclaims, security interest or liens, equities and other encumbranceencumbrances. (gi) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the The Registration Statement and Prospectus isStatement, and on each Closing Date when it became effective, did not contain and, as amended or supplemented, if applicable, will be, true, correct, and complete, and does not, and on each Closing Date will not, not contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order or necessary to make the statements made therein not misleading and misleading, (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, misleading. (i) The sale of Shares by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in Registration Statement and the Prospectus. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to each Underwriter as followsthat: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (c) The execution and delivery by the Selling Shareholder of this Agreement and the performance by the Selling Shareholder of its obligations under this Agreement (i) will not contravene any provision of applicable law, statute, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any consent, approval, authorization or order of or registration or filing with any court or governmental agency or body having jurisdiction over it, except such as may be required by the Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subject. (d) The Selling Shareholder now has, and on the Firm Shares Closing Date will have, valid and marketable title to the Shares to be sold by the Selling Shareholder Shareholder, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described transfer or other defect in the Registration Statement and Prospectustitle. (eb) The Selling Shareholder now has, and on the Firm Shares Closing Date will have, full legal right, power and authorization, and any approval required by law, to sell, assign, assign transfer and deliver the such Shares to be sold by the Selling Shareholder in the manner provided by in this Agreement. (f) Upon , and upon delivery of and payment for the such Shares to be sold by the Selling Shareholder pursuant to this Agreementhereunder, the several Underwriters will receive acquire valid and marketable title to such Shares free and clear of any lien, claim, security interest interest, or other encumbrance. (gc) All information This Agreement and the Custody Agreement have been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and are the valid and binding agreements of the Selling Shareholder enforceable against the Selling Shareholder in accordance with their terms, except as enforcement of rights to indemnity and contribution hereunder may be limited by Federal or state securities laws or principles of public policy and subject to the qualification that the enforceability of the Selling Shareholder's obligations hereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and by general equitable principles. (d) Neither the execution and delivery of this Agreement or the Custody Agreement by or on behalf of the Selling Shareholder nor the consummation of the transactions herein or therein contemplated by or on behalf of the Selling Shareholder requires any consent, approval, authorization or order of, or filing or registration with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required under the Act or such as may be required under state securities or Blue Sky laws governing the purchase and distribution of the Shares) or conflicts or will conflict with or constitutes or will constitute a breach of, or default under, or violates or will violate, any agreement, indenture or other instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is or may be bound or to which any of the Selling Shareholder's property or assets is subject, or any statute, law, rule, regulation, ruling, judgment, injunction, order or decree applicable to the Selling Shareholder furnished in writing by or to any property or assets of the Selling Shareholder expressly for use in the Shareholder. (e) The Registration Statement and Prospectus isthe Prospectus, insofar as they relate to the Selling Shareholder, do not and on each Closing Date will be, true, correct, and complete, and does not, and on each Closing Date will not, not contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such information the statements therein not misleading. (hf) The Selling Shareholder has reviewed does not have any knowledge or any reason to believe that the Registration Statement and or the Prospectus and, although the Selling Shareholder has not independently verified the accuracy (or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (iany amendment or supplement thereto) on the Effective Date, the Registration Statement contained contains any untrue statement of a material fact or omitted omits to state any material fact required to be stated therein in order or necessary to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, misleading. (ig) The sale representations and warranties of Shares by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the ProspectusCustody Agreement are, and on the Closing Date and any Option Closing Date will be, true and correct. (jh) The Selling Shareholder has not taken and will not taketaken, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company Common Stock to facilitate the sale or resale of the Shares, except for the lock-up arrangements described in the Prospectus. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under this Agreement (i) Agreement, will not contravene any provision of applicable law, statuteor the certificate of formation or by-laws of the Selling Shareholder, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date (as defined in Section 5 hereof) and on each Option Closing Date (as defined in Section 3 hereof) will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will receive valid and marketable title have been made pursuant to such Shares free and clear of any lien, claim, security interest or other encumbrancethe UCC. (ge) All information relating to the The Selling Shareholder furnished has no reason to believe (without independent investigation) that the representations and warranties of the Company contained in writing by the Selling Shareholder expressly for use in Section 1 are not true and correct, is familiar with the Registration Statement and Prospectus isand has no knowledge of any material fact, and on each Closing Date condition or information not disclosed in the Prospectus that has had, or may have, a Material Adverse Effect. The Selling Shareholder is not prompted by any information concerning the Company or its Subsidiaries which is not set forth in the Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will be, true, correct, and complete, and does not, and on each Closing Date will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make such information the statements therein not misleading. , and (hii) The Selling Shareholder has reviewed the Registration Statement and Prospectus does not contain and, although the Selling Shareholder has as amended or supplemented, if applicable, will not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in paragraph 2(f) apply only to statements or omissions in or incorporated by reference in the Registration Statement or the Prospectus furnished to the Company in writing by or on behalf of the Selling Shareholder expressly for use therein. (ig) The sale There are no legal or governmental proceedings pending or, to the knowledge of Shares by the Selling Shareholder, threatened to which the Selling Shareholder pursuant is a party or to which any of the properties of the Selling Shareholder is subject other than proceedings that would not have a material adverse effect on the power or ability of the Selling Shareholder to perform its obligations under this Agreement is not prompted or to consummate the transactions contemplated by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the Prospectus. (jh) The Selling Shareholder has not taken taken, and will not take, directly or indirectly, any action designed to to, or that which might reasonably be expected to to, cause or result in stabilization or nor manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (k) The Shares pursuant to the distribution contemplated by this Agreement, and other than as permitted by the Securities Act, the Selling Shareholder has no actual knowledge that not distributed and will not distribute any representation prospectus or warranty other offering material in connection with the offering and sale of the Company set forth in Section 4 above is untrue or inaccurate in any material respectShares.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsthat: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement and the performance sale and delivery of the Shares to be sold by the Selling Shareholder and the consummation of the transactions contemplated herein and compliance by the Selling Shareholder with its obligations under this Agreement hereunder (i) will not contravene any provision of applicable law, statute, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any consent, approval, authorization or order of or registration or filing with any court or governmental agency or body having jurisdiction over it, except such as may be required by the Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does do not and will not violate not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of or default under, any statutecontract, lawindenture, regulation mortgage, deed of trust, loan or filing credit agreement, note, license, lease or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound bound, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Shares to which be sold by the Selling Shareholder, (ii) nor will such action result in any violation of (A) the provisions of the property charter or assets by-laws or other organizational instrument of the Selling Shareholder, if applicable, or (B) any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Shareholder is subjector any of its properties; except in the case of clause (i) or clause (ii)(B), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of the Selling Shareholder‘s obligations hereunder and thereunder. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable good title to the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a valid security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery payment of and payment the purchase price for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the several Underwriters will receive valid and marketable title Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares free and clear is unnecessary because such Shares are already in possession of any lienCede or such nominee), claim, security interest or other encumbrance. (g) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use registration of such Shares in the Registration Statement and Prospectus isname of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on each Closing Date will be, true, correct, and complete, and does not, and on each Closing Date will not, contain any untrue statement the books of a material fact or omit DTC to state any material fact necessary to make such information not misleading. securities accounts (hwithin the meaning of Section 8-501(a) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder UCC) of the Underwriters, (assuming that would lead any such Underwriter does not have any “adverse claim” within the Selling Shareholder to believe that meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”)) (i) on under Section 8-501 of the Effective DateUCC, the Registration Statement contained any untrue statement each Underwriter will acquire a valid “security entitlement” in respect of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading such Shares and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against any Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (A) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Effective Date Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (B) DTC will be registered as a “clearing corporation,” within the Prospectus contained andmeaning of Section 8-102 of the UCC, (C) appropriate entries to the accounts of the Underwriters on each Closing Date containsthe records of DTC will have been made pursuant to the UCC, (D) to the extent DTC, or any untrue statement other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a material fact clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or omitted such securities intermediaries and the ownership interest of the Underwriters, (E) claims of creditors of DTC or omits any other securities intermediary or clearing corporation may be given priority to state the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (F) if at any material fact necessary in order time DTC or other securities intermediary does not have sufficient Shares to make the statements therein, satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the light of the circumstances under which they were made, misleadingShares then held by DTC or such securities intermediary. (i) The sale of Shares by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the Prospectus. (je) The Selling Shareholder has not taken taken, and will not take, directly or indirectly, any action which is designed to or that might reasonably which has constituted or would be expected to cause or result in stabilization or manipulation of the price of any equity security, or any securities convertible into or exchangeable for, or that represent a right to receive an equity security or any equity-linked securities of the Company to facilitate Company. (f) No filing with, or consent, approval, authorization, order, registration, qualification or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency, domestic or foreign, is necessary or required for the performance by the Selling Shareholder of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or resale the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the Securities Act and the Securities Act Regulations, the rules of the New York Stock Exchange, state securities laws or the rules of FINRA. (g) Other than as set forth on Schedule II hereto, the Selling Shareholder has not prepared or had prepared on its behalf or used or referred to, any free writing prospectus, and has not distributed any written materials in connection with the offer or sale of the Shares. (kh) With the exception of Avalon Wealth Management, LLC, Duff & ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇’▇▇▇▇ + Partners, L.P., TCW Funds Distributors, TCG Securities, LLC and certain limited partners invested in funds affiliated with the Carlyle Group, neither the Selling Shareholder nor, to the Selling Shareholder’s knowledge, any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with any member firm of FINRA or is a person associated with a member (within the meaning of the FINRA By-Laws) of FINRA. (i) In respect of any statements in or omissions from the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Selling Shareholder specifically for inclusion therein, the Selling Shareholder hereby makes the same representations and warranties with respect to such information as the Company makes under paragraph 1(b) hereof, it being understood and agreed that such information consists only of its name and any information relating to its holdings of the Company’s common stock (including for the avoidance of doubt the information set forth in the table and footnotes thereto (except for percentages) in “Selling Stockholder”) as set forth in the Time of Sale Prospectus and the Prospectus (collectively, the “Selling Shareholder Information”). (j) The Selling Shareholder has no actual knowledge that will deliver to the Representatives prior to or at the Time of Sale a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). Any certificate signed by any representation or warranty officer of the Company set forth in or any of its subsidiaries delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Shareholder as such and delivered to the Underwriters or to counsel for the Underwriters pursuant to Section 4 above is untrue or inaccurate in any material respect6 hereof shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under under, this Agreement (i) will not contravene any provision of applicable law, statuteor the certificate of incorporation or by-laws of the Selling Shareholder, regulation or filing or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares. (d) The Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the manner provided by Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (fe) Upon delivery (1) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of and payment for the Shares a material fact or omit to state a material fact required to be sold by stated therein or necessary to make the Selling Shareholder pursuant to this Agreementstatements therein not misleading, (2) the several Underwriters will receive valid and marketable title to such Shares free and clear Time of any lien, claim, security interest or other encumbrance. (g) All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the Registration Statement and Sale Prospectus is, and on each Closing Date will be, true, correct, and complete, and does not, and on at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , (i3) The sale each broadly available road show, if any, when considered together with the Time of Shares Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (4) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(a)(v) are limited to statements or omissions made in reliance upon information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder pursuant to this Agreement is not prompted by the Selling Shareholder's knowledge of any material information concerning the Company or its Subsidiaries which is not set forth expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto. (j) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (kf) The Selling Shareholder has no actual knowledge reason to believe that any representation or warranty the representations and warranties of the Company set forth contained in Section 4 above is untrue or inaccurate in any material respect1 are not true and correct.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under this Agreement (i) Agreement, will not contravene any provision of applicable law, statuteor the certificate of formation or limited liability company agreement of the Selling Shareholder, regulation or filing or any material agreement or other instrument binding upon the Selling Shareholder or any material judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the such Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement, and to sell, assign, transfer and deliver the Shares to be sold by the such Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will receive valid and marketable title have been made pursuant to such Shares free and clear of any lien, claim, security interest or other encumbrancethe UCC. (ge) All information relating The Selling Shareholder has no knowledge of any adverse business condition concerning the Company or its subsidiaries that is prompting it to sell its Shares pursuant to this Agreement. (f) (i) Each document, if any, filed or to be filed pursuant to the Selling Shareholder furnished in writing Exchange Act and incorporated by the Selling Shareholder expressly for use reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the Registration Statement Statements, when they respectively became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statements and the Prospectus iscomply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and on each Closing Date will bethe applicable rules and regulations of the Commission thereunder, true, correct, and complete, and (iv) the Time of Sale Prospectus does not, and on at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , (iv) The sale each broadly available road show, if any, when considered together with the Time of Shares Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(f) are limited to statements or omissions made in reliance upon information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder pursuant expressly for use in the Registration Statements, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto. (g) (i) Neither the Selling Shareholder nor any of its subsidiaries, or, to this Agreement is not prompted by the knowledge of the Selling Shareholder's knowledge , any director, officer, employee, agent, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any material information concerning Sanctions, or (B) located, organized or resident in a country or territory that is the Company or its Subsidiaries which is not set forth in the Prospectussubject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Russia and Syria). (jii) The Selling Shareholder has not taken and will not takenot, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any action designed subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that might reasonably be expected to cause or will result in stabilization a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or manipulation of the price of any security of the Company to facilitate the sale or resale of the Sharesotherwise). (kiii) The For the past 5 years, the Selling Shareholder has no actual knowledge not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that any representation or warranty at the time of the Company set forth dealing or transaction is or was the subject of Sanctions. (a) None of the Selling Shareholder or its subsidiaries, or, to the knowledge of the Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof has taken or will take any action in Section 4 above furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) the Selling Shareholder and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (v) The operations of the Selling Shareholder and its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is untrue or inaccurate in any material respectpending or, to the best knowledge of the Selling Shareholder, threatened.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to and agrees with each Underwriter as followsof the Underwriters that: (a) The Selling Shareholder has caused the Shares to be sold by the Selling Shareholder hereunder to be transferred to an account with La Salle Bank National Association (the "Transfer Agent"), on or prior to the date hereof, free and clear of any lien, claim, security interest or other encumbrance to be held by the Transfer Agent on behalf of the Selling Shareholder until the Closing. (b) This Agreement and the Lock-Up Agreement have each has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the valid and legally binding agreement of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (cb) The execution and delivery by the Selling Shareholder of this Agreement of, and the performance by the Selling Shareholder of its obligations under this Agreement (i) Agreement, will not contravene any provision of applicable law, statuteor the certificate of formation or limited liability company agreement of the Selling Shareholder, regulation or filing or any material agreement or other instrument binding upon the Selling Shareholder or any material judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, (ii) does not require any and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of or registration or filing with any court or governmental agency or body having jurisdiction over itits obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subjectShares. (dc) The Selling Shareholder has, and on the Firm Shares Closing Date will have, valid and marketable title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the such Selling Shareholder free and clear of any lienall security interests, claimclaims, security interest liens, equities or other encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in encumbrances and the Registration Statement legal right and Prospectus. (e) The Selling Shareholder haspower, and on the Firm Shares Closing Date will have, full legal right, power all authorization and authorization, and any approval required by law, to enter into this Agreement, and to sell, assign, transfer and deliver the Shares to be sold by the such Selling Shareholder or a security entitlement in the manner provided by this Agreementrespect of such Shares. (fd) Upon delivery of and payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will receive valid and marketable title have been made pursuant to such Shares free and clear of any lien, claim, security interest or other encumbrancethe UCC. (ge) All information relating The Selling Shareholder has no knowledge of any adverse business condition concerning the Company or its subsidiaries that is prompting it to sell its Shares pursuant to this Agreement. (f) (i) Each document, if any, filed or to be filed pursuant to the Selling Shareholder furnished Exchange Act and incorporated by reference in writing by the Selling Shareholder expressly for use Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus iscomply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and on each Closing Date will bethe applicable rules and regulations of the Commission thereunder, true, correct, and complete, and (iv) the Time of Sale Prospectus does not, and on at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary to make such information not misleading. (h) The Selling Shareholder has reviewed the Registration Statement and Prospectus and, although the Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Shareholder that would lead the Selling Shareholder to believe that (i) on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading and (ii) on the Effective Date the Prospectus contained and, on each Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , (iv) The sale each broadly available road show, if any, when considered together with the Time of Shares Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder pursuant expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto. (g) (i) None of the Selling Shareholder or any of its subsidiaries, or, to this Agreement is not prompted by the knowledge of the Selling Shareholder's knowledge , any director, officer, employee, agent, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any material information concerning Sanctions, or (B) located, organized or resident in a country or territory that is the Company or its Subsidiaries which is not set forth in the Prospectussubject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria). (jii) The Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) For the past 5 years, the Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (a) None of the Selling Shareholder or its subsidiaries, or, to the knowledge of the Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) the Selling Shareholder and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (v) The operations of the Selling Shareholder and its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (h) The Selling Shareholder has not taken the power to submit, and will not takehas, directly or indirectlyto the extent permitted by law, any action designed legally, validly, effectively and irrevocably submitted, to or that might reasonably be expected to cause or result in stabilization or manipulation the jurisdiction of the price Specified Courts (as defined in Section 15(a)), and has the power to designate, appoint and empower, and, has legally, validly and effectively designated, appointed and empowered an agent for service of process in any security suit or proceeding based on or arising under this Agreement in any of the Company to facilitate the sale or resale of the SharesSpecified Courts. (k) The Selling Shareholder has no actual knowledge that any representation or warranty of the Company set forth in Section 4 above is untrue or inaccurate in any material respect.