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

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, and agrees with, the Company and each Underwriter as set forth below in this Section 3. (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The Selling Shareholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Offered Securities to be sold by the Selling Shareholder hereunder; and, upon payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted 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 Offered Securities. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants toto the several Underwriters, as of the date hereof and as of each Closing Date, and agrees withwith the several Underwriters, the Company and each Underwriter as set forth below in this Section 3.that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The Selling Shareholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Offered Securities to be sold by the Selling Shareholder hereunder; and, upon payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgmentagreement or other instrument binding upon the Selling Shareholder, order, decree (ii) the articles of incorporation or regulation applicable to bylaws of the Selling Shareholder or (iii) any judgment, order or decree of any court, regulatory governmental body, administrative agency, governmental body agency or arbitrator court having jurisdiction over the Selling Shareholder, except, in the case of the foregoing with respect to clauses (i) and (ii) iii), as would not, individually or in the aggregate, reasonably reasonable be expected to materially impact have a material adverse effect on the Selling Shareholder’s ability to perform its obligations under this Agreement. No , and no consent, approval, authorization or other order of, or registration or filing qualification with, any governmental body, agency or court or other governmental authority or agency, is required for the consummation performance by the Selling Shareholder of the transactions contemplated in its obligations under this Agreement, except for the registration of the Securities under the Securities Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Securities Act, Exchange Act and applicable state or foreign securities or blue sky laws in connection with the offer and from sale of the Financial Industry Regulatory AuthoritySecurities. (c) The Selling Shareholder is, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or immediately prior to each Closing Date, the First Selling Shareholder will be, the record owner of the Securities to be delivered by the Selling Shareholder hereunder at such Closing Date, and the Selling Shareholder has full right, power and authority to enter into this Agreement and to sell, assign and transfer the Ordinary Shares to be delivered by the Selling Shareholder and the Ordinary Shares in the form of ADSs to be delivered by the Selling Shareholder and to deposit with the Depositary the Ordinary Shares to be sold in the form of the Offered ADSs by such Selling Shareholder at such Closing Date. (d) All information furnished to Upon delivery of and payment for the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information with respect Securities to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statementat each Closing Date hereunder, the General Disclosure Package and several Underwriters will acquire valid title to, including a valid “security entitlement” within the Final Prospectus (such informationmeaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the “Selling Shareholder Information”)Securities free and clear of all liens, encumbrances, equities or claims, and upon delivery of such Securities and payment therefor pursuant hereto, valid title to such Securities, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriters. (e) Prior The Selling Shareholder will, prior to each Closing Date, deposit the Ordinary Shares to be represented by the Offered ADSs with the Depositary in accordance with the provisions of the Deposit Agreement and otherwise complies with the Deposit Agreement so that ADSs will be executed (and, if applicable, countersigned) and issued by the Depositary against receipt of such Ordinary Shares and delivered to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final ProspectusUnderwriters at such Closing Date. (f) The Selling Shareholder has not taken and will not taketaken, directly or indirectly, any action that is designed to or that has constituted or that might would 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 Offered Securities. (g) The Selling Shareholder has delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit I (the “Lock-up Agreement”). (h) 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 General Disclosure Package or the Prospectus to sell its Securities pursuant to this Agreement. (i) (i) Each part of the Registration Statement, when such part became effective, did not contain, and, as amended or supplemented, if applicable, did not or will not, as the case may be, contain at the time of such amendment or supplement, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not or will not, as the case may be, as of the date of the Prospectus and as at each Closing Date, contain and, as amended or supplemented, if applicable, at the time of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 3(h) are limited only to information furnished to the Company in writing by the Selling Shareholder expressly for use in the Registration Statement, the General Disclosure Package, the Prospectus or any amendments or supplements thereto, it being understood and agreed that the only such information furnished by the Selling Shareholder consists of Selling Shareholder Information. Each Underwriter, the Company and the Selling Shareholder agree that the “Selling Shareholder Information” with respect to the Selling Shareholder consists solely of the information expressly furnished by the Selling Shareholder for use in connection with the offering the Registration Statement, the General Disclosure Package and the Prospectus, which consists solely of (x) the name, address and number of Ordinary Shares and Restricted Shares owned by the Selling Shareholder, before and after the offering, and (y) the other information with respect to the Selling Shareholder that appears in the table (and corresponding footnotes) under the caption “Selling Securityholder,” in each case, in the Registration Statement, the General Disclosure Package or the Prospectus. (i) None of the Selling Shareholder, any of its subsidiaries, or any director and officer thereof, nor to the Selling Shareholder’s knowledge any other employee, agent, affiliate, or representative of the Selling Shareholder or any of its subsidiaries, 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) organized or resident in a country or territory that is the subject of comprehensive territorial 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, Crimea, Cuba, Iran, North Korea and Syria). (ii) The Selling Shareholder and each of its subsidiaries have not for the past five years, engaged in, and are not now engaged in, any dealings or transactions with any Person, or with any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except to the extent permitted by applicable law. It is understood that the Selling Shareholder does not make or repeat, as appropriate, the representation and warranty contained in this Section 3(j)(ii) and/or the representation and warranty given by the Selling Shareholder in Section 3(j)(ii) to the extent that such provisions are or would be unenforceable or would result in a violation of (i) Council Regulation (EC) 2271/96 (including as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) and/or any applicable national law or regulation which purports to create liability in respect of such violation in any member state of the European Union or any similar anti-boycott law in the United Kingdom. The representations and warranties given in this clause are only sought by and given to any Underwriter incorporated in or organized under the laws of the Federal Republic of Germany to the extent that to do so would not result in a violation of or a conflict with the German Foreign Trade Regulation (Außenwirtschaftsverordnung – AWV). (k) 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: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, except to the extent permitted by applicable law; (ii) fund or facilitate any money laundering or terrorist financing activities; or (iii) in any other manner that would cause or result in a violation of any applicable Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise), it being understood that the Selling Shareholder, to the extent it is subject to Council Regulation (EC) 2271/96, does not make or repeat, as appropriate, the representation and warranty contained in this paragraph 3(k) to the extent that this would result in a violation of the EU Blocking Regulation or any law or regulation implementing the EU Blocking Regulation in any member state of the European Union. (l) For the past five years, none of the Selling Shareholder or any of its subsidiaries, or any director, officer, or employee thereof, or, to the Selling Shareholder’s knowledge, any agent or representative of the Selling Shareholder or of any of its subsidiaries, has (i) taken any action in furtherance of an offer, solicitation, payment, promise to pay, or authorization of any direct or indirect unlawful payment or benefit, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, or (ii) violated (a) the U.S. Foreign Corrupt Practices Act of 1977, (b) the UK Bribery Act 2010 and (c) other than immaterial violations, any other applicable anti-bribery or anti-corruption law. (m) 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. (n) No investigation, inquiry, 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, Anti-Corruption Laws, or Sanctions is pending or, to the knowledge of the Selling Shareholder, threatened. The Selling Shareholder and its subsidiaries and affiliates have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with the Anti-Corruption Laws, the Anti-Money Laundering Laws and Sanctions. (o) The Selling Shareholder is a “United States person (as person” within the term is defined in meaning of Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, and is not treated as resident in any non-U.S. jurisdiction for tax purposes (including any double tax treaty arrangement). (p) for U.S. federal income tax purposes. Any certificate signed by or on behalf The Selling Shareholder (i) has not alone engaged in any Testing-the-Waters Communication with any person other than Testing-the-Waters Communications with the consent of the Representatives with entities that are reasonably believed to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are reasonably believed to be accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Selling Shareholder and delivered to reconfirms that the Representatives or have been authorized to counsel for the Underwriters act on its behalf in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholderundertaking Testing-the-Waters Communications. The Selling Shareholder has not distributed or approved any Testing-the-Waters Communication that is a reasonable basis for making each written communication within the meaning of Rule 405 under the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.Securities Act other than those listed on Schedule C.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants toto the Underwriters, solely with respect to itself and the Option Shares to be sold by it, and agrees with, the Company and each Underwriter as set forth below in this Section 3.that: (a) This Agreement the Selling Shareholder has been good and valid title to the Shares to be sold by the Selling Shareholder hereunder free and clear of all liens, encumbrances or claims, and immediately prior to the Closing Time the Selling Shareholder will have good and valid title to the Shares to be sold by the Selling Shareholder hereunder free and clear of all liens, encumbrances or claims; and upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims created by the Selling Shareholder, will pass to the several Underwriters; b) the Selling Shareholder has placed in custody under a custody arrangement with ▇▇▇▇▇ Fargo Bank Minnesota, N.A. for delivery under this Agreement, securities in negotiable form (with signature guaranteed by a commercial bank or trust company having an office or correspondent in the United States or a member firm of the New York or American Stock Exchanges) representing the Shares to be sold by the Selling Shareholder hereunder; c) the Selling Shareholder has duly authorized, and irrevocably executed and delivered a power of attorney (the "Power of Attorney") appointing certain officers of the Company as attorneys-in-fact, with full power of substitution, and with full authority on the terms set forth therein (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Shareholder.; (bd) The the Selling Shareholder has full right, power and authority to enter into this AgreementAgreement and the Power of Attorney; the execution, delivery and to sell, assign, transfer performance of this Agreement and deliver the Offered Securities to be sold Power of Attorney by the Selling Shareholder hereunder; and, upon payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder of, and the performance consummation by the Selling Shareholder of its obligations under, this Agreement the transactions contemplated hereby will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, any indenture, mortgage, deed of trust, loan agreement or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it the Selling Shareholder is bound or under to which it is entitled to any right of the property or benefit including any pledge assets of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder is subject, nor will such actions result in any violation of any courtstatute or any order, regulatory body, administrative agency, rule or regulation of any court or governmental agency or body or arbitrator having jurisdiction over the Selling Shareholder, except, in Shareholder or the case property or assets of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations ; and, except for the registration of the Shares under this Agreement. No the Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or other order of, or filing or registration or filing with, any such court or other governmental authority agency or agency, body is required for the execution, delivery and performance of this Agreement or the Power of Attorney by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated in this Agreementhereby, except where such as may be required under default, violation or failure to obtain any such consent, approval, authorization, order or to make such filing or registration would not have a material adverse effect on the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf ability of the Selling Shareholder in writing expressly for use to consummate the transactions contemplated hereby; e) to the extent that any statements or omissions made in the Registration Statement, the General Disclosure Package Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Final Company by the Selling Shareholder specifically for use therein, the Registration Statement and the Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, and on each Closing Date any amendments or supplements thereto will not, when they become effective or are filed with the Commission, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such information not misleadingthe statements therein, it being understood and agreed that the only such information consists in light of the information with respect circumstances under which they were made, not misleading in relation to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such written information, the “Selling Shareholder Information”).; and (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The the Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered SecuritiesShares. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with the Company and each Underwriter as set forth below in this Section 3.that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The execution and delivery by the Selling Shareholder has full rightof, power and authority the performance by the Selling Shareholder of his obligations under this Agreement will not contravene any provision of applicable 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, and other than the order of effectiveness issued by the Commission with respect to enter into the Registration Statement, 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, 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, on the Closing Date, will have valid title to sell, assign, transfer and deliver the Offered Securities Shares to be sold by the Selling Shareholder hereunder; andand the legal right and power, upon and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder. (d) Upon payment for the Offered Securities Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered SecuritiesShares, as directed by the RepresentativesUnderwriter, to Cede & Co. (“"Cede”") or such other nominee as may be designated by The the Depository Trust Company (“"DTC”"), registration of such Offered Securities Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Shares on the books of DTC to the securities account accounts of the Underwriters Underwriter (assuming that neither DTC nor the Underwriters Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “"UCC”")) to such Offered SecuritiesShares), (A) DTC shall be a “"protected purchaser” " of such Offered Securities Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Offered Securities Shares and (C) no action based on any “"adverse claim,” ", within the meaning of Section 8-102 of the UCC, to such Offered Securities Shares may be asserted against the Underwriters Underwriter 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 Offered Securities Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s 's share registry in accordance with its certificate of incorporation, 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 entry entries to the account account(s) of the Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that which might be reasonably be expected to cause or result result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered SecuritiesShares. (f) The Selling Shareholder represents and warrants to, and agrees with, the Company and the Underwriter to the same effect as the representations and warranties of the Company set forth in Section 1 of this Agreement. (g) The Selling Shareholder is a United States person (as In order to document the term is defined in 7701(a)(30) Underwriter's compliance with the reporting and withholding requirements of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby , with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counseltransactions herein contemplated, the Selling Shareholder agrees to deliver to you prior to or on the Closing Date, a properly completed and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceexecuted United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, and agrees with, the Company and each Underwriter as set forth below in this Section 3. (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The Selling Shareholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Offered Securities to be sold by the Selling Shareholder hereunder; and, upon payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the RepresentativesRepresentative, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each the Closing Date will be, true, correct and complete in all material respects, and on each the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted 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 Offered Securities. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives Representative or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants toto the Underwriters as of the Applicable Time (as defined above) and as each of the Closing Date and Option Closing Date, as follows: 3.1. the Selling Stockholder is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its organization. The Selling Shareholder has full power and authority to enter into this Agreement and the Power of Attorney to which it is a party. All authorizations and consents necessary for the execution and delivery by the Selling Shareholder of the Power of Attorney, and agrees withfor the execution of this Agreement on behalf of the Selling Shareholder, the Company have been given. The Power of Attorney and each Underwriter as set forth below in this Section 3. (a) This Agreement has have been duly authorized, executed executed, and delivered by or on behalf of the Selling Shareholder. (b) The Shareholder and constitute a valid and binding agreement of the Selling Shareholder has full rightand are enforceable against the Selling Shareholder in accordance with the terms thereof and hereof, power and authority to enter into this Agreementexcept as may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to sellthe extent that the indemnification and contribution provisions of Section 6.1 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof; 3.2. the Selling Shareholder now has, assignand on the Closing Date and any Option Closing Date will have, transfer (i) good and deliver marketable title to the Offered Securities Firm Shares to be sold by the Selling Shareholder hereunder; and, upon free and clear of all liens, encumbrances, and claims whatsoever (other than as may exist pursuant to the Power of Attorney), and (ii) full legal right and power, and all authorizations and approvals required by law, to sell, transfer, and deliver such Firm Shares to the Underwriters hereunder and to make the representations, warranties, and agreements made by the Selling Shareholder herein. Upon the delivery of and payment for such Firm Shares hereunder, the Offered Securities Selling Shareholder will deliver good and marketable title thereto, free and clear of any pledge, lien, encumbrance, security interest, or other claim; 3.3. on the Closing Date and any Option Closing Date, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Firm Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities hereunder will have been registered in the name of Cede fully paid 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery provided for by the Selling Shareholder of, and all laws imposing such taxes will have been fully complied with; 3.4. the performance of this Agreement and the performance by consummation of the Selling Shareholder of its obligations under, this Agreement transactions contemplated herein will not contravene or conflict with, or result in a any breach of, or constitute a default under (ornor constitute any event which with notice, with the giving of notice or lapse of time, or both would be in default) underconstitute a breach of, or require the consent default under), any provision of any license, indenture, mortgage, deed of trust, loan or credit agreement, or other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is or its properties may be bound or affected, or under which it is entitled to any right federal, state, local, or benefit including any pledge of Offered Securities foreign law, regulation or (ii) any provision of applicable law rule or any decree, judgment, order, decree or regulation order applicable to the Selling Shareholder Shareholder; or result in the creation or imposition of any courtlien, regulatory bodycharge, administrative agencyclaim, governmental body or arbitrator having jurisdiction over encumbrance upon any property or asset of the Selling Shareholder; 3.5. no approval, exceptauthorization, consent, or order of or filing with any federal, state, local, or foreign governmental or regulatory commission, board, body, authority, or agency is required in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact connection with the Selling Shareholder’s ability to perform its obligations under execution, delivery, and performance of this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the its consummation by the Selling Shareholder of the transactions contemplated in this Agreementherein, except and its sale and delivery of the Firm Shares, other than (i) such as have been obtained, or will have been obtained by the Closing Date and any Option Closing Date, as the case may be required be, under the Securities Act and the Exchange Act, applicable state (ii) such approvals as have been obtained in connection with the approval of the quotation of the Firm Shares on the Exchange, and (iii) any necessary qualification under the securities or blue sky laws and from of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior various jurisdictions in which the Firm Shares are being offered by the Underwriters; 3.6. all material information with respect to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder contained in writing expressly for use in each of the Registration Statement, the General Prospectus, and the Pricing Disclosure Package (as amended or supplemented, if the Final Prospectus is, Company shall have filed with the Commission any amendment or supplement thereto) complied and on each Closing Date will be, true, correct and complete comply in all material respectsrespects with all applicable provisions of the Securities Act and the Securities Act Regulations, contains and will contain all statements of material fact required to be stated therein in accordance with the Securities Act and the Securities Act Regulations, and on each Closing Date does not and will not, not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information the statements therein not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”).; (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, 3.7. the Selling Shareholder has not distributed and will not distribute any “free writing prospectus” (as defined in Rule 405 of the Securities Act Regulations), Preliminary Prospectus, the Prospectus, or any other offering material in connection with the offering and sale of the Offered Securities other than Firm Shares, except for any such distribution to which the Registration Statement, the General Disclosure Package Representative has consented in advance in writing; and the Final Prospectus. (f) The Selling Shareholder has not taken and will not taketaken, directly or indirectly, any action that is designed to intended, or that has constituted or that which might reasonably be expected expected, to cause or result in stabilization in, under the Securities Act, the Securities Act Regulations, or otherwise, or which has constituted, stabilization, or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Securities.Firm Shares; (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes3.8. Any certificate signed by or on behalf of the Selling Shareholder and delivered to has not relied upon the Representatives Representative or to the Company or legal counsel for the Underwriters Representative or the Company for any legal, tax, or accounting advice in connection with the offering and sale of the Offered Securities shall be deemed a representation and warranty by Firm Shares; 3.9. 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, except for such rights as are described in both the Prospectus and the Pricing Disclosure Package; 3.10. the Selling Shareholder does not have, or has waived prior to the date hereof, any preemptive right, co-sale right or right of first refusal, or other similar right to purchase any of the Firm Shares that are to be sold by the Company to the Underwriters as pursuant to the matters covered thereby with respect to this Agreement; and the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that does not own any warrants, options, or similar rights to acquire, and does not have any right or arrangement to acquire, any capital stock, right, warrants, options, or other securities from the Company, Underwriters and, for purposes of other than those described in the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) Registration Statement and Section 9(g) hereof, counsel the Prospectus; 3.11. except as otherwise disclosed to the Company, the Company’s general counsel or any assistant general counselUnderwriters in writing, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness is not a member of the foregoing representations and hereby consents to such reliance.or an affiliate of or associated with any member of FINRA;

Representations and Warranties of the Selling Shareholder. The Each Selling Shareholder Shareholder, severally and not jointly, represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorizedSuch Selling Shareholder has, executed and delivered by or on behalf at the time of delivery of the Shares to be sold by such Selling ShareholderShareholder hereunder on any Closing Date will have and at the time of delivery of such Shares will have, valid title to such Shares and upon sale and delivery of, and payment for, such Shares, as provided herein, such Selling Shareholder will convey valid title to such Shares, free and clear of any security interests, liens, encumbrances, equities or claims. (b) The Such Selling Shareholder has full right, power and authority capacity to enter into this AgreementAgreement and the agreement dated May 5, 2010 between each of the Selling Shareholders and LLC Renaissance Broker, as the Russian broker (the “Brokerage Agreements”) and to perform its obligations hereunder and thereunder, and each of this Agreement and the Brokerage Agreements has been duly executed and delivered by the Selling Shareholder; and such Selling Shareholder has complied with the requirements of Russian law and regulations applicable to sell, assign, transfer the offering of the Shares in the form of preferred shares in the Russian Federation in accordance with the Brokerage Agreements that the Selling Shareholder is a party to; and deliver in deciding to sell the Offered Securities Shares or ADSs to be sold by the him or it hereunder, such Selling Shareholder hereunder; andhas relied upon his own judgment and such independent financial and legal advice as he, she or it has seen fit to obtain, and has not relied upon payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account any of the Underwriters (assuming that neither DTC nor the Underwriters has notice of or their advisers for any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCCadvice. (c) The deposit with the Depositary by such Selling Shareholder of the Shares to be sold by him, her or it against issuance of ADRs evidencing ADSs, the execution and delivery by the such Selling Shareholder of, of this Agreement and the performance by the such Selling Shareholder of its obligations underhereunder and under the Brokerage Agreements, this Agreement (i) do not require any consent, approval, authorization or order of, or filing with, any governmental agency or body or any court except such as have been obtained and such as may be required under the securities or “blue sky” laws of any jurisdiction in connection with the purchase and distribution by the Underwriters of the ADSs in the manner contemplated herein and in the Prospectus and (ii) will not contravene conflict with or conflict with, result in a breach or violation of any of the terms and provisions of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, (A) any statute, or require the consent any rule, regulation or order of any other party governmental agency or body or any court applicable to such Selling Shareholder, or (iB) any agreement or instrument to which the such Selling Shareholder is a party or by which it such Selling Shareholder is bound or under to which it any of their respective properties is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Datesubject. (d) All information furnished The Selling Shareholders have not made any offer of Shares or ADSs to, nor solicited any offers to the Company buy Shares or ADSs from, any persons other than the Underwriters and as required under any applicable laws and regulations. (e) No stamp or other issuance or transfer taxes or duties and no withholding or other taxes are payable by or on behalf of the Underwriters (except any income, capital gains, withholding or other taxes imposed upon the Underwriters that would not have been imposed but for a connection between the Underwriters and the jurisdiction imposing such taxes, other than a connection arising as a result of the transaction contemplated by this Agreement) in connection with (i) the sale and delivery by such Selling Shareholder in writing expressly for use of the Shares to be sold by him, her or it, (ii) the deposit with the Depositary of the Shares to be sold by such Selling Shareholder against the issuance of ADRs evidencing ADSs or (iii) the sale and delivery by the Underwriters of such Shares or ADSs to the initial purchasers thereof in the manner contemplated in the Time of Sale Prospectus and the Prospectus. (f) From the date and time at which the Registration StatementStatement becomes effective and at all times subsequent thereto through the latest Closing Date or the termination of the offering of the Shares, the General Disclosure Package or the Final Prospectus isRegistration Statement and Prospectus, and on any supplements or amendments thereto, in each Closing Date case, as relate to such Selling Shareholder, will be, true, correct and complete in all material respects, and on each Closing Date will not, not contain any an 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, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (eg) Prior The execution and delivery by each Selling Shareholder of each transaction document to which it, he or she is a party, and the consummation of the transactions contemplated hereby or thereby by such Selling Shareholder, will not require the consent of any spouse of such Selling Shareholder pursuant to the completion applicable laws of any jurisdiction, including, but not limited to, those of the Underwriters’ distribution United States of America or the Offered SecuritiesRussian Federation, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectusexcept as have been obtained. (fh) The Neither the Selling Shareholder Shareholders nor any of its affiliates (as defined in Rule 405 under the Securities Act) has not taken and will not take(i) taken, directly or indirectly, any action that is designed to cause or to result in, or that has constituted or that might reasonably be expected to cause or result in constitute, the stabilization or manipulation of the price of any security of the Company Selling Shareholders to facilitate the sale or resale of the Offered Securities. Shares or the ADSs or (gii) The Selling Shareholder is a United States paid or agreed to pay to any person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) any compensation for U.S. federal income tax purposes. Any certificate signed by or on behalf soliciting another to purchase any securities of the Selling Shareholder and delivered to the Representatives Shareholders or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby otherwise entered into any contractual arrangement with respect to the distribution of any securities (except for the sale of ADSs by the Underwriters under this Agreement and the sale of the Shares under the Brokerage Agreements). (i) The operations of the Selling Shareholder. Shareholders and their respective subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the 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 Shareholders or any of their respective subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of any of the Selling Shareholders, threatened. (i) The Selling Shareholder has a reasonable basis for making each Shareholders represent that neither the Selling Shareholders nor any of their respective subsidiaries or affiliates, nor any director, officer, or employee (collectively, the “Selling Entity”) nor, to the any of the representations set forth Selling Shareholders’ knowledge, any agent or representative of the Selling Entity, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by OFAC, nor (B) located, organized or resident in this Section 3. a country or territory that is the subject of any sanctions administered or enforced by OFAC (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (ii) The Selling Shareholder acknowledges Shareholders represent and covenant that they have not knowingly engaged in, are 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 Company, Underwriters and, for purposes time of the opinions dealing or transaction is or was subject to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel any sanctions administered or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceenforced by OFAC.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The Selling Shareholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Offered Securities to be sold by the Selling Shareholder hereunder; and, upon payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement and the Letter of Transmittal and Custody Agreement signed by the Selling Shareholder and First Union National Bank Corporate Trust, as Custodian, relating to the deposit of the Shares to be sold by the Selling Shareholder (the "CUSTODY AGREEMENT") and the consummation of the transactions contemplated thereby will not contravene or conflict with, result in a breach ofany provision of applicable law, or constitute a default (orthe Last Will and Testament of Alfred I. duPont, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to by which the Selling Shareholder is a party was establ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇reement or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law other instrument binding upon the Selling Shareholder or any judgment, order, order or decree or regulation applicable to the Selling Shareholder of any court, regulatory governmental body, administrative agency, governmental body agency or arbitrator court having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No no consent, approval, authorization or other order of, or registration or filing qualification with, any court governmental body or other governmental authority or agency, agency is required for the consummation performance by the Selling Shareholder of its obligations under this Agreement or the transactions contemplated in this Custody Agreement, except such as may be required under by the Securities Act, applicable state securities or blue sky Blue Sky laws of the various states in connection with the offer and from sale of the Financial Industry Regulatory AuthorityShares. (c) The Selling Shareholder has, Inc. (“FINRA”) and on the Closing Date will have, valid title to, or a valid "security entitlement" within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Custody Agreement and to sell, transfer and deliver the Shares or a security entitlement in respect of such other approvals as have been or will be made or obtained on or prior to the First Closing DateShares. (d) All information furnished to The Custody Agreement has been duly authorized, executed and delivered by the Company or the Underwriters by or on behalf Selling Shareholder and is a valid and binding agreement of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion Delivery of the Underwriters’ distribution of the Offered Securities, Shares to be sold by the Selling Shareholder has not distributed and payment therefor pursuant to this Agreement will not distribute pass valid title to such Shares, free and clear of any offering material in connection with adverse claim within the offering and sale meaning of Section 8-102 of the Offered Securities other than the Registration StatementNew York Uniform Commercial Code, the General Disclosure Package and the Final Prospectusto each Underwriter who has purchased such Shares without notice of an adverse claim. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that which is designed to or that which has constituted or that which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered SecuritiesShares. (gi) The Selling Shareholder is a United States person (as To the term is defined in 7701(a)(30) best of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf knowledge of the Selling Shareholder Shareholder, after due inquiry, 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 delivered to the Representatives Prospectus comply and, as amended or to counsel for the Underwriters supplemented, if applicable, will comply in connection all material respects with the offering Securities Act and the applicable rules and regulations of the Offered Securities shall be deemed Commission thereunder and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a representation and warranty by material fact or omit to state a material fact necessary to make the Selling Shareholder to statements therein, in the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 3. The paragraph 2(g) 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. (h) the statements in the Prospectus under the captions "Summary--Alfred I. duPont Testamentary Trust", "Alfred I. duPont Testa▇▇▇▇▇▇▇ ▇▇▇▇▇," and "Selling Shareholder acknowledges that the Company, Underwriters and, for purposes Shareholde▇" ▇▇▇▇▇▇▇ ▇▇ ▇▇ch statements constitute summaries of the opinions legal matters, documents or proceedings referred to be delivered pursuant to Section 9(d)therein, Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to fairly present the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents information called for with respect to such reliancelegal matters, documents and proceedings and fairly summarize the matters referred to therein.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The execution and delivery by the Selling Shareholder has full rightof, power and authority to enter into the performance by the Selling Shareholder of its obligations under, this Agreement, the Custody Agreement signed by the Selling Shareholder and American Stock Transfer & Trust Company, LLC, as Custodian, relating to sell, assign, transfer and deliver the Offered Securities deposit of the Shares to be sold by the Selling Shareholder hereunder; and(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”) will not contravene any provision of applicable law, or the certificate of incorporation or by-laws of the Selling Shareholder (if the Selling Shareholder is a corporation) or the limited partnership agreement or certificate of limited partnership (if the Selling Shareholder is a limited partnership), 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, 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 the Custody Agreement or Power 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. (c) The Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by the Selling Shareholder and are valid and binding agreements of the Selling Shareholder. (e) Upon payment for the Offered Securities Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered SecuritiesShares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Offered Securities Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered SecuritiesShares), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities Shares and (C) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (cf) The execution and delivery by the Selling Shareholder of, has no reason to believe that the representations and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case warranties of the foregoing clauses (i) Company contained in Section 2 are not true and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agencycorrect, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in familiar with the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Time of Sale Prospectus or the Final Prospectus isthat has had, or may have, a material adverse effect on the Company and on each Closing Date 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 Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (g) (i) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will 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(ii) the Registration Statement and the Prospectus comply and, correct and complete as amended or supplemented, if applicable, will comply in all material respectsrespects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (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, it being understood (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 agreed (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 only such representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon information consists of the information with respect relating to the Selling Shareholder under furnished to the caption “Company in writing by the Selling Shareholder” Shareholder expressly for use in the Registration Statement, the General Disclosure Package and the Final Prospectus (such informationTime of Sale Prospectus, the “Prospectus or any amendments or supplements thereto. (i) None of the Selling Shareholder Information”or any of its subsidiaries, or, to the knowledge of the Selling Shareholder, 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). (eii) Prior to The Selling Shareholder will not, directly or indirectly, use the completion proceeds of the Underwriters’ distribution 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 Offered Securitiestime 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 distributed knowingly engaged in, is not now knowingly engaged in, and will not distribute engage in, any offering material dealings or transactions with any Person, or in connection with any country or territory, that at the offering and sale time of the Offered Securities other than dealing or transaction is or was the Registration Statement, the General Disclosure Package and the Final Prospectussubject of Sanctions. (fa) The 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 not taken and or will not taketake 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 action that is 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 that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation indirectly, the proceeds of the price 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 security of the Company to facilitate the sale or resale of the Offered Securitiesapplicable anti-corruption laws. (gv) 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 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 United States person (as the term is defined in 7701(a)(30) plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amendedamended or (iii) for U.S. federal income tax purposes. Any certificate signed by an entity deemed to hold “plan assets” of any such plan or on behalf account under Section 3(42) of the Selling Shareholder and delivered to the Representatives ERISA, 29 C.F.R. 2510.3-101, or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceotherwise.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The Selling Shareholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Offered Securities to be sold by the Selling Shareholder hereunder; and, upon payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement and the Letter of Transmittal and Custody Agreement signed by the Selling Shareholder and First Union National Bank Corporate Trust, as Custodian, relating to the deposit of the Shares to be sold by the Selling Shareholder (the "CUSTODY AGREEMENT") and the consummation of the transactions contemplated thereby will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law law, or the Last Will and Testament of Alfred I. duPont, by which the Sellin▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇s established, or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order, order or decree or regulation applicable to the Selling Shareholder of any court, regulatory governmental body, administrative agency, governmental body agency or arbitrator court having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No no consent, approval, authorization or other order of, or registration or filing qualification with, any court governmental body or other governmental authority or agency, agency is required for the consummation performance by the Selling Shareholder of its obligations under this Agreement or the transactions contemplated in this Custody Agreement, except such as may be required under by the Securities Act, applicable state securities or blue sky Blue Sky laws of the various states in connection with the offer and from sale of the Financial Industry Regulatory AuthorityShares. (c) The Selling Shareholder has, Inc. (“FINRA”) and on the Closing Date will have, valid title to, or a valid "security entitlement" within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Custody Agreement and to sell, transfer and deliver the Shares or a security entitlement in respect of such other approvals as have been or will be made or obtained on or prior to the First Closing DateShares. (d) All information furnished to The Custody Agreement has been duly authorized, executed and delivered by the Company or the Underwriters by or on behalf Selling Shareholder and is a valid and binding agreement of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion Delivery of the Underwriters’ distribution of the Offered Securities, Shares to be sold by the Selling Shareholder has not distributed and payment therefor pursuant to this Agreement will not distribute pass valid title to such Shares, free and clear of any offering material in connection with adverse claim within the offering and sale meaning of Section 8-102 of the Offered Securities other than the Registration StatementNew York Uniform Commercial Code, the General Disclosure Package and the Final Prospectusto each Underwriter who has purchased such Shares without notice of an adverse claim. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that which is designed to or that which has constituted or that which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered SecuritiesShares. (gi) The Selling Shareholder is a United States person (as To the term is defined in 7701(a)(30) best of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf knowledge of the Selling Shareholder Shareholder, after due inquiry, 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 delivered to the Representatives Prospectus comply and, as amended or to counsel for the Underwriters supplemented, if applicable, will comply in connection all material respects with the offering Securities Act and the applicable rules and regulations of the Offered Securities shall be deemed Commission thereunder and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a representation and warranty by material fact or omit to state a material fact necessary to make the Selling Shareholder to statements therein, in the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 3. The Selling Shareholder acknowledges that paragraph 2(g) do not apply to statements or omissions in the Company, Underwriters and, 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 purposes use therein. (h) the statements in the Base Prospectus under the caption "Alfred I. duPont Testamentary Trust," ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇pectus Supplement under the captions "Summary -- Alfred I. duPont Testamentary Trust" ▇▇▇ "▇▇lling Shareholder" insofar as such statements constitute summaries of the opinions legal matters, documents or proceedings referred to be delivered pursuant to Section 9(d)therein, Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to fairly present the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents information called for with respect to such reliancelegal matters, documents and proceedings and fairly summarize the matters referred to therein.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The execution and delivery by the Selling Shareholder has full rightof, power and authority to enter into the performance by the Selling Shareholder of its obligations under this Agreement will not contravene any provision of applicable 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, 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, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and to sellsale of the Shares. (c) The Selling Shareholder will have, assignon the Closing Date, transfer and deliver valid title to, or a valid “security entitlement” within the Offered Securities meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder hereunder; andfree and clear of all security interests, upon claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Offered Securities Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered SecuritiesShares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Offered Securities Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered SecuritiesShares), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities Shares and (C) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.. |US-DOCS\140511620.6|| (ce) The execution and delivery by the Selling Shareholder of, has no reason to believe that the representations and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case warranties of the foregoing clauses (i) Company contained in Section 1 are not true and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agencycorrect, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in familiar with the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Time of Sale Prospectus or the Final Prospectus isthat has had, or may have, a material adverse effect on the Company and on each Closing Date 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 Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (f) (i) the Registration Statement, 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(ii) the Registration Statement and the Prospectus comply and, correct and complete as amended or supplemented, if applicable, will comply in all material respectsrespects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (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, it being understood (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 agreed (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 only such representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon information consists of the information with respect relating to the Selling Shareholder under furnished to the caption “Company in writing by the Selling Shareholder” Shareholder expressly for use in the Registration Statement, the General Disclosure Package Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto. (g) (i) The Selling Shareholder is not: (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 Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Final Prospectus (such informationnon-government controlled areas of Kherson and Zaporizhzhia regions of Ukraine, the “Selling Shareholder Information”Cuba, Iran, Syria, and North Korea). (ei) Prior to The Selling Shareholder will not, directly or indirectly, use the completion proceeds of the Underwriters’ distribution 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 Offered Securitiestime 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). 15 |US-DOCS\140511620.6|| (ii) For the past 5 years, the Selling Shareholder has not distributed knowingly engaged in, is not now knowingly engaged in, and will not distribute engage in, any offering material dealings or transactions with any Person, or in connection with any country or territory, that at the offering and sale time of the Offered Securities other than dealing or transaction is or was the Registration Statement, the General Disclosure Package and the Final Prospectussubject of Sanctions. (fa) The Selling Shareholder has not taken and or will not taketake 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 action that is designed Government Official in order to influence official action, or that has constituted to any person in violation of any applicable anti-corruption laws; and (b) the Selling Shareholder will not use, directly or that might reasonably be expected to cause or result in stabilization or manipulation indirectly, the proceeds of the price 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 security of the Company to facilitate the sale or resale of the Offered Securitiesapplicable anti-corruption laws. (giv) the Selling Shareholder is 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 with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (h) 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 United States person (as the term is defined in 7701(a)(30) plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amendedamended or (iii) for U.S. federal income tax purposes. Any certificate signed by an entity deemed to hold “plan assets” of any such plan or on behalf account under Section 3(42) of the Selling Shareholder and delivered to the Representatives ERISA, 29 C.F.R. 2510.3-101, or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceotherwise.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The Selling Shareholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Offered Securities to be sold by the Selling Shareholder hereunder; and, upon payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder of, and the performance by the such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement of the Selling Shareholder will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law law, or any agreement or other instrument binding upon the Selling Shareholder or, to the Selling Shareholder's knowledge, any judgment, order, order or decree or regulation applicable to the Selling Shareholder of any court, regulatory governmental body, administrative agency, governmental body agency or arbitrator court having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No no consent, approval, authorization or other order of, or registration or filing qualification with, any court governmental body or other governmental authority or agency, agency is required for the consummation performance by the Selling Shareholder of its obligations under this Agreement or the transactions contemplated in this AgreementPower of Attorney and Custody Agreement of the Selling Shareholder, except such as may be required under by the Securities Act, applicable state securities or blue sky Blue Sky laws of the various states in connection with the offer and from sale of the Financial Industry Regulatory AuthorityShares. (c) The Selling Shareholder has, Inc. (“FINRA”) and such other approvals as have been or on the Closing Date will be made or obtained on or prior have, valid title to the First Closing DateShares to be sold by the Selling Shareholder and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Power of Attorney and Custody Agreement of the Selling Shareholder and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder. (d) All information furnished The Shares to be sold by the Company or the Underwriters by or on behalf Selling Shareholder pursuant to this Agreement have been duly authorized and are validly issued, fully paid and non-assessable. (e) The Power of Attorney and Custody Agreement of the Selling Shareholder has been duly authorized, executed and delivered by the Selling Shareholder and is a valid and binding agreement of the Selling Shareholder, enforceable in writing expressly for use accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and general principles of equity. (f) Delivery of the Shares to be sold by the Selling Shareholder pursuant to this Agreement will pass title to such Shares free and clear of any security interests, claims, liens, equities and other encumbrances. (i) Each document, if any, filed or to be filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the Registration Statement, the General Disclosure Package when it became effective, did not contain and, as amended or the Final Prospectus issupplemented, and on each Closing Date if applicable, will be, true, correct and complete in all material respects, and on each Closing Date will not, 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 comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder 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 such information the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood and agreed except that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package representations and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted 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 Offered Securities. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations warranties set forth in this Section 3. The Selling Shareholder acknowledges that paragraph 2(g) do not apply to statements or omissions in the Company, Underwriters and, for purposes of Registration Statement or the opinions Prospectus based upon information relating to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel any Underwriter furnished to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to Company in writing by such relianceUnderwriter through you expressly for use therein.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants toto and agrees with each of the Underwriters on the date hereof and on the Closing Date that: (a) Such Selling Shareholder is the record and beneficial owner of and has valid and marketable title to the Firm Shares to be sold by such Selling Shareholder, free and clear of all security interests, claims, liens, restrictions on transferability, legends, proxies, equities or other encumbrances, other than the Custody Agreement (as defined below). Upon delivery of and payment for the Firm Shares to be sold by such Selling Shareholder hereunder, the several Underwriters will acquire valid and marketable title thereto, free and clear of any security interests, claims, liens, restrictions on transferability, proxies, equities or other encumbrances. Such Selling Shareholder is selling the Firm Shares to be sold by such Selling Shareholder for such Selling Shareholder’s own account and is not selling such Firm Shares, directly or indirectly, for the benefit of the Company, and agrees withno part of the proceeds of such sale received by such Selling Shareholder will inure, either directly or indirectly, to the benefit of the Company other than as described in the Registration Statement and each Underwriter as set forth below in this Section 3Prospectus. (ab) Such Selling Shareholder has the power and authority to enter into this Agreement and to sell, transfer and deliver the Firm Shares to be sold by such Selling Shareholder. (c) This Agreement has been duly authorized, executed and delivered by or on behalf of the such Selling Shareholder and constitutes a valid and binding agreement of such Selling Shareholder, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by any Enforcement Limitation. (bd) The Such Selling Shareholder has full rightduly authorized, executed and delivered to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as attorney-in-fact (the “Attorney-in-Fact”), an irrevocable power of attorney (a “Power of Attorney”) substantially in the form attached hereto as Exhibit B, authorizing and authority directing the Attorney-in-Fact, or either of them, to enter into effect the sale and delivery of the Firm Shares being sold by such Selling Shareholder and to take all such other action as may be necessary hereunder. The Power of Attorney has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder and constitutes a valid and binding obligation of such Selling Shareholder enforceable in accordance with its terms, except to the extent enforceability may be limited by any Enforcement Limitation. (e) Such Selling Shareholder has duly authorized, executed and delivered a Letter of Transmittal and Custody Agreement (“Custody Agreement”) to ▇▇▇▇▇ Fargo Shareholder Services, substantially in the form attached hereto as Exhibit C, as Custodian (the “Custodian”). Pursuant to the Custody Agreement, such Selling Shareholder has in custody with the Custodian, for delivery under this Agreement, and to sell, assign, transfer and deliver the Offered Securities certificates representing the Firm Shares to be sold by such Selling Shareholder; such certificates represent fully paid and nonassessable shares of Common Stock, and such certificates were duly and properly endorsed in blank for transfer, or were accompanied by all documents duly and properly executed that are necessary to validate the transfer of title thereto, to the Underwriters, free of any legend, restriction on transferability, proxy, lien or claim, whatsoever. The Custody Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder hereunder; and, upon payment for the Offered Securities to be sold by the and constitutes a valid and binding obligation of such Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry enforceable in accordance with its certificate of incorporationterms, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entry except to the account of the Underwriters on the records of DTC will have been made pursuant to the UCCextent enforceability may be limited by any Enforcement Limitation. (cf) The execution and delivery by of this Agreement, the Selling Shareholder ofPower of Attorney and the Custody Agreement, and the performance by of the Selling Shareholder terms thereof and the consummation of its obligations under, this Agreement the transactions therein contemplated will not contravene or conflict with, result in a (A) breach or violation of any of the terms and provisions of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the such Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Shareholder of any courtis bound, regulatory bodyunless such conflict, administrative agencybreach, governmental body violation or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as default would not, individually or in the aggregate, reasonably be expected to materially impact the not adversely affect such Selling Shareholder’s ability to perform any of his or its obligations under this Agreement, the Custody Agreement and the Power of Attorney or any of the transactions contemplated hereby and thereby; or (B) violation of any law, regulation, order or decree applicable to such Selling Shareholder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority agency or agency, body is required for the consummation execution, delivery and performance by the such Selling Shareholder thereof or for the consummation of the transactions contemplated in this Agreementhereby or thereby, including the sale of the Firm Shares being sold by such Selling Shareholder, except such as may be required under the Securities Act, applicable Act or state securities laws or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Datelaws. (dg) All information furnished Such 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 the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use included in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”)offering contemplated by this Agreement. (eh) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Such Selling Shareholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Offered Securities Firm Shares other than any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus or other materials permitted by the Securities Act to be distributed by such Selling Shareholder; provided, however, that no Selling Shareholder has made nor will make any offer relating to the Firm Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act except a Permitted Free Writing Prospectus authorized for distribution by the Company and the Underwriters. (i) Such Selling Shareholder has reviewed the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Final ProspectusProspectus and neither the Registration Statement, the Time of Sale Prospectus nor the Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading regarding such Selling Shareholder, and, to the knowledge of such Selling Shareholder, the Company or otherwise. (fj) The To the knowledge of such Selling Shareholder has not taken Shareholder, the representations and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security warranties of the Company to facilitate the sale or resale of the Offered Securitiescontained in Section 1 are true and correct. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder has full rightof, power and authority the performance of such Selling Shareholder’s obligations under, this Agreement will not contravene any provisions of applicable law, any agreement or other instrument binding upon such Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, in each case, except as would not impair in any material respect the Selling Shareholder’s ability to consummate the transactions to be consummated by him under this Agreement. (c) Such Selling Shareholder has, and on any Option Closing Date will have (assuming due issuance of any Shares to be issued upon the exercise of options to purchase shares of common stock), valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances (other than as created by this Agreement to be entered into by the Selling Shareholder in connection with this Agreement) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Offered Securities Shares to be sold by the such Selling Shareholder hereunder; and, upon or a security entitlement in respect of such Shares. (d) Upon payment for the Offered Securities Shares to be sold by the such Selling Shareholder pursuant to this Agreement, delivery of such Offered SecuritiesShares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Offered Securities Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered SecuritiesShares), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities Shares and (C) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Offered Securities Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Offered Securities 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 articles 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (ce) Such Selling Shareholder is not prompted to sell his Shares pursuant to this Agreement by any material non-public information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus. (i) The execution Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and delivery at the time of each sale of the Shares held by the Selling Shareholder ofin connection with the offering of such Shares when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), and the performance Time of Sale Prospectus, as then amended or supplemented by the Selling Shareholder of its obligations underCompany, this Agreement will not contravene or conflict withif applicable, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, and on each Closing Date 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, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 2(g) (y) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or any Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto and (z) 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 such information Selling Shareholder consists of the name of such Selling Shareholder, the number of offered shares and the address and other information with respect to the such Selling Shareholder (excluding percentages) which appear in the Registration Statement or any Prospectus in the table (and corresponding footnotes) under the caption “Selling Shareholder” in (with respect to the Registration Statement, the General Disclosure Package and the Final Prospectus (such informationSelling Shareholder, the “Selling Shareholder Information”). (eg) Prior Such Selling Shareholder has executed a “lock-up” agreement with the Managers, substantially in the form of Exhibit A hereto, relating to the completion sales and certain other dispositions of shares of Common Stock or certain other securities, that is in full force and effect as of the Underwriters’ distribution date hereof and shall be in full force and effect as of the Offered SecuritiesClosing Date. (h) The Selling Shareholder is not a person that is: (i) the subject of any Sanctions or (ii) located or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine). For the past 5 years, the Selling Shareholder has not distributed knowingly engaged in and will is not distribute now knowingly engaged in any offering material dealings or transactions with any Person, or in connection with any country or territory, that at the offering and sale time of the Offered Securities other than dealing or transaction is or was the Registration Statement, the General Disclosure Package and the Final Prospectussubject of Sanctions. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted 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 Offered Securities. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants toto and covenants with the Underwriter that: (a) The Selling Shareholder now has and on the Closing Dates (as hereinafter defined) will have good and valid title to all the shares of the Stock to be sold by such Selling Shareholder hereunder, free and agrees withclear of all liens, encumbrances, equities, security interests and claims whatsoever, with full legal right, power and authority to enter into this Agreement and that upon the delivery of and payment for such shares of the Stock hereunder, the Company Underwriter will receive good and each Underwriter as set forth below in this Section 3valid title to the shares of the Stock to be sold by the Selling Shareholder, free and clear of all liens, encumbrances, equities, security interests and claims whatsoever. (ab) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to stabilize or manipulate, or which has constituted or which might in the future reasonably be expected to cause or result in stabilization or manipulation of, the price of the Stock of the Company in order to facilitate the sale or resale of the Stock or otherwise. (c) The Selling Shareholder is disposing of shares of the Stock for his own account. The Selling Shareholder is not selling shares of the Stock, directly or indirectly, for the benefit of the Company or the Underwriter, and no part of the proceeds of the sale to be received by the Selling Shareholder will inure, either directly or indirectly, to the benefit of the Company. (d) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The Selling Shareholder has full right, power and authority to enter into this Agreement, Agreement is a valid and to sell, assign, transfer and deliver the Offered Securities to be sold by binding obligation of the Selling Shareholder hereunder; and, upon payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry enforceable in accordance with its certificate of 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCCterms. (c) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (de) All information furnished to the Company by the Selling Shareholder and included in the Preliminary Prospectus and the Prospectus or any amendment or supplement thereto, under the Underwriters by captions "Compensation Committee Interlocks, Insider Participation and Certain Transactions" and "Selling Shareholder and Beneficial Ownership" is true and correct and does not contain any untrue statement of a material fact nor does it omit to state any material fact required to be stated therein or on behalf necessary to make such information not misleading. (f) To the best knowledge of the Selling Shareholder in writing expressly for use in Shareholder, without independent investigation, neither the Registration StatementStatement nor the Prospectus nor any amendment or supplement thereto, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, and on each Closing Date will not, contain include any 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, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted 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 Offered Securities. (g) The execution and performance of this Agreement and the consummation of the transactions herein and therein contemplated and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of, or constitute a default under any will, trust (constructive or other), agreement, indenture, mortgage, note, deed, rule, regulation, order, injunction, judgment, decree or other instrument to which the Selling Shareholder is a United States person party or by which he is bound. (as the term is defined in 7701(a)(30h) of the Internal Revenue Code of 1986All consents, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder approvals, authorizations and delivered to the Representatives or to counsel orders necessary for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation execution and warranty delivery by the Selling Shareholder of this Agreement and for the sale and delivery of the Stock to the Underwriters as to the matters covered thereby with respect to be sold by the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Companyhereunder, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(fhave been obtained. (i) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counselWithout independent investigation, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness is not aware that any of the foregoing representations and hereby consents to such reliancewarranties of the Company set forth in Section 6 hereof is untrue or inaccurate in any material respect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The execution and delivery by the Selling Shareholder has full rightof, power and authority the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the organizational 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, except in the case of (i), (iii) and (iv), as would not reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. (c) No material 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, except as will have been obtained on or prior to the time of delivery of the Shares pursuant to Section 5. (d) The Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Offered Securities Shares to be sold by the Selling Shareholder hereunder; and, upon or a security entitlement in respect of such Shares. (e) Upon payment for the Offered Securities Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered SecuritiesShares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Offered Securities Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered SecuritiesShares), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities Shares and (C) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (cf) The execution and delivery by Neither the Selling Shareholder ofnor, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder knowledge of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case any director or officer or employee or affiliate of the foregoing clauses (i) such Selling Shareholder is currently subject to any Sanctions; and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation use the proceeds of the price of any security of the Company to facilitate the sale or resale of the Offered Securities. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty Shares sold by the Selling Shareholder hereunder, or lend, contribute or otherwise make available such proceeds to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Companyany subsidiary, Underwriters andjoint venture partner or other person or entity, for purposes the purpose of financing the opinions activities of any person currently subject to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceSanctions.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The execution and delivery by the Selling Shareholder has full rightof, power and authority to enter into the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene any provision of applicable 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. No consent, approval, authorization or order of, or qualification with, any governmental body, agency or court 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 to sellsale of the Shares. (c) The Selling Shareholder has, assignand on the Closing Date will have, transfer and deliver valid title to, or a valid “security entitlement” within the Offered Securities meaning of Section 8-501 of the New York Uniform Commercial Code as in effect in the State of New York (the “UCC”) in respect of, the Shares to be sold by the Selling Shareholder hereunder; andfree and clear of all security interests, upon payment for claims, liens, equities or other encumbrances and the Offered Securities legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by the Selling Shareholder to the Underwriters pursuant to this Agreement, delivery of such Offered SecuritiesShares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Offered Securities Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), Underwriters: (A) DTC shall be a “protected purchaser” of such Offered Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the such Underwriters will acquire a valid “security entitlement entitlement” (within the meaning of Section 8-102(a)(17) of the UCC) in respect of such Offered Securities Shares; and (CB) assuming such Underwriters have so acquired such security entitlement without notice of any “adverse claim” (within the meaning of Sections 8-102(a)(1) and 8-105 of the UCC) to such Shares, no action based on any “adverse claim,” (within the meaning of Section Sections 8-102 102(a)(1) and 8-105 of the UCC, ) to such Offered Securities Shares may be asserted against the Underwriters with respect to such security entitlement; for . For purposes of this representation, the Selling Shareholder may assume that when such payment, delivery delivery, registration and crediting occur, (x) such Offered Securities the Shares being sold by the Selling Shareholder will have been registered in the name of Cede or another such other 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 its jurisdiction for purposes of Article 8 of the UCC will be the State of the New York and (z) appropriate entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (ce) The execution and delivery by the Selling Shareholder of, and has delivered to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ an executed lock-up agreement in substantially the performance by form attached hereto as Exhibit A (the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this “Lock-up Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date). (df) All information furnished to To the Company extent that any statements or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use omissions made in the Registration Statement, the General Disclosure Package Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with the Final written information relating to the Selling Shareholder furnished to the Company by the Selling Shareholder expressly for use therein, such Registration Statement, the Time of Sale Prospectus, the Prospectus is, and on each Closing Date any further amendments or supplements thereto do not and will be, true, correct and complete in all material respects, and on each Closing Date will not, not contain any untrue statement of a material fact or omit to state any material fact (in the case of the Registration Statement, required to be stated therein) or necessary to make such information the statements therein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, ; it being understood and agreed that the only such information furnished by the Selling Shareholder to the Company consists of (A) the legal name, address and the number of Shares beneficially owned by the Selling Shareholder before and after the offering and (B) the other information with respect to the Selling Shareholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption captions “Selling ShareholderStockholder” and “Principal and Selling Stockholders” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted 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 Offered Securities. (g) The Selling Shareholder is a United States person not prompted by 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. (as i) Neither the term is defined in 7701(a)(30) of Selling Shareholder, nor, to the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf knowledge of the Selling Shareholder, any 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 Sanctioned Country. (ii) The Selling Shareholder and delivered 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: (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; (B) in any other manner that would cause or result in a violation of any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by any Person (including any Party to this Agreement); or (C) in furtherance of any 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 Anti-Money Laundering Laws or any applicable anti-bribery or anti-corruption laws. (iii) Neither the Selling Shareholder, nor, to the Representatives knowledge of the Selling Shareholder, any 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 person in order to influence official action, or to counsel for the Underwriters any person in connection with the offering violation of the Offered Securities shall be deemed a representation and warranty Anti-Corruption Laws. (iv) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Anti-Money Laundering Laws, Anti-Corruption Laws, or Sanctions is pending or, to the best knowledge of the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.threatened

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The execution and delivery by the Selling Shareholder has full rightof, power and authority the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the organizational 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, except in the case of (i), (iii) and (iv), as would not reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. (c) No material 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, except as will have been obtained on or prior to the time of delivery of the Shares pursuant to Section 5. (d) The Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8‑501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Offered Securities Shares to be sold by the Selling Shareholder hereunder; and, upon or a security entitlement in respect of such Shares. (e) Upon payment for the Offered Securities Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered SecuritiesShares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Offered Securities Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 8‑105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered SecuritiesShares), (A) DTC shall be a “protected purchaser” of such Offered Securities Shares within the meaning of Section 8-303 8‑303 of the UCC, (B) under Section 8-501 8‑501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Offered Securities Shares and (C) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 8‑102 of the UCC, to such Offered Securities 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 Offered Securities 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 8‑102 of the UCC and (z) appropriate entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (cf) The execution and delivery by Neither the Selling Shareholder ofnor, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder knowledge of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case any director or officer or employee or affiliate of the foregoing clauses (i) such Selling Shareholder is currently subject to any Sanctions; and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation use the proceeds of the price of any security of the Company to facilitate the sale or resale of the Offered Securities. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty Shares sold by the Selling Shareholder hereunder, or lend, contribute or otherwise make available such proceeds to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Companyany subsidiary, Underwriters andjoint venture partner or other person or entity, for purposes the purpose of financing the opinions activities of any person currently subject to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceSanctions.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, and agrees with, the Company and to each Underwriter as set forth below in this Section 3.that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf The Selling Shareholder is the sole record owner of the Shares to be sold by such Selling Shareholder under this Agreement; upon delivery of the Shares to be sold by the Selling Shareholder under this Agreement and payment of the purchase price therefor as contemplated by this Agreement, assuming the Underwriters have purchased the Shares for value in good faith and without notice of any adverse claim or actual knowledge of a restriction on transfer, the Underwriters will have acquired all rights of such Selling Shareholder in the Shares free of any adverse claim, any lien in favor of the Company and any restrictions on transfer imposed by the Company. The owner of the Shares, if other than such Selling Shareholder, is precluded from asserting against the Underwriters the ineffectiveness of any unauthorized endorsement or instruction, assuming the Underwriters purchased the Shares for value in good faith and without notice of any adverse claim. (b) Upon delivery of and payment for the Shares to be sold by the Company pursuant to this Agreement, good and marketable title to such Shares will pass to the Underwriters, free and clear of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever other than pursuant to the Shareholders' Agreement, which, with respect to the Firm Shares, will be terminated concurrently therewith. (c) The Selling Shareholder has has, and on the Closing Date will have, full right, power legal right and authority to enter into this Agreement, and to sell, assign, transfer and deliver such Shares in the Offered Securities to be sold manner provided herein, and this Agreement has been duly authorized, executed and delivered by the Selling Shareholder hereunder; and, upon payment for the Offered Securities to be sold by and this Agreement is a valid and binding agreement of the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry enforceable in accordance with its certificate of incorporationterms, bylaws except as rights to indemnity and contribution hereunder may be limited by applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder oflaw or public policy grounds, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to except as enforcement (i) any agreement may be limited by bankruptcy, insolvency, reorganization or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) other similar laws affecting creditors' rights generally and (ii) as would not, individually is subject to general principles of equity and public policy (regardless of whether such enforceability is considered in a proceeding in equity or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Dateat law). (d) All information furnished to the Company or the Underwriters Other than as contemplated by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securitiesthis Agreement, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statementtaken, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to to, or that has constituted or that which might reasonably be expected to to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered SecuritiesShares pursuant to the distribution contemplated by this Agreement, and other than as permitted by the Act, the Selling Shareholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares. (e) The execution, delivery and performance of this Agreement by the Selling Shareholder, compliance by the Selling Shareholder with all the provisions hereof and the consummation of the transactions contemplated hereby will not require any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except as such may be required under (i) the Act, (ii) the Exchange Act of 1934, or (iii) the securities or Blue Sky laws of the various states) and will not conflict with or constitute a breach of any of the terms or provisions of, or a default under, or any agreement, indenture or other instrument to which the Selling Shareholder is a party or by which the Selling Shareholder or property of the Selling Shareholder is bound, or violate or conflict with any laws, administrative regulation or ruling or court decree applicable to the Selling Shareholder or property of the Selling Shareholder. (f) Such parts of the Registration Statement under the caption "Principal and Selling Shareholders" which specifically relate to the Selling Shareholder do not, and will not on the Closing Date (and any Option Closing Date, if applicable), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of circumstances under which they were made, not misleading. (g) The Selling Shareholder is a United States person (as At any time during the term is defined period described in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(gparagraph 5(e) hereof, counsel if there is any change in the information referred to in paragraph 7(f) above, except as contemplated in the Company, the Company’s general counsel or any assistant general counselProspectus, the Selling Shareholder will immediately notify you of such change. (h) To the best knowledge of the Selling Shareholder, the representations and counsel warranties of the Company contained in Section 6 hereof are true and correct; the Selling Shareholder has reviewed and is familiar with the Registration Statement as filed with the Commission and any preliminary prospectuses contained therein and has no knowledge of any material fact, condition or information not disclosed in such preliminary prospectus which has adversely affected or could adversely affect the condition, financial or otherwise, or the earnings, business affairs, or business prospects of the Company and its subsidiaries considered as one enterprise; to the Underwriters, will rely upon the accuracy and truthfulness best knowledge of the foregoing representations and hereby consents Selling Shareholder, such preliminary prospectuses do not contain any untrue statement of a material fact or omit to such reliancestate any material fact necessary to make the statements therein not misleading.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, and agrees with, the Company and each Underwriter as set forth below in this Section 32. (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the such Selling Shareholder. (b) The Immediately following the IPO Conversion and the conversion of multiple voting shares into subordinate voting shares, such Selling Shareholder has full right, power shall have good and authority valid title to enter into this Agreement, and to sell, assign, transfer and deliver the Offered Securities to be sold by the Selling Shareholder hereunder; andit pursuant to this Agreement, upon free and clear of all Liens. (c) Upon payment for the Offered Securities to be sold by the such Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) or CDS Clearing and Depository Services Inc. (“CDS”), as applicable, registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC or CDS to the securities account of the Underwriters (assuming that neither DTC DTC, CDS nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC or CDS, as applicable, shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and Securities, (C) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Offered Securities may be asserted against the Underwriters with respect to such security entitlement; and (D) the Underwriters will otherwise acquire good and valid title to such Securities free and clear of all Liens; for purposes of this representation, the such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Offered Securities will have been registered in the name of Cede or another nominee designated by DTCDTC or CDS, in each case on the Company’s share registry in accordance with its certificate of incorporationarticles, bylaws and applicable law, (y) DTC or CDS, as applicable, will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entry to the account of the Underwriters on the records of DTC or CDS, as applicable, will have been made pursuant to the UCC. (cd) The execution and delivery by the such Selling Shareholder of, and the performance by the such Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to to, (i) the [articles, by-laws, limited partnership agreement, limited liability company agreement or other organizational documents], as the case may be, of such Selling Shareholder, (ii) any other agreement or instrument to which the such Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (iiiii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Shareholder, except, in the case of the foregoing clauses (iii) and (iiiii) as would not, individually or in the aggregate, reasonably be expected to materially impact the such Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) FINRA and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (de) All information furnished to the Company or the Underwriters by or on behalf of the such Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or and the Final Prospectus Prospectuses is, and on each the Closing Date will be, true, correct and complete in all material respects, and on each did not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the such Selling Shareholder under the caption “Principal and Selling ShareholderShareholders” in the Registration Statement, the General Pricing Disclosure Package and the Final Prospectus Prospectuses (such information, the “Selling Shareholder Information”). (ef) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the such Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final ProspectusProspectuses. (fg) The Such Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted 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 Offered Securities. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the such Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the such Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the such Selling Shareholder. The Such Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 32. The Selling Shareholder further acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to, and agrees with, the Company and to each Underwriter as set forth below in this Section 3.follows: (a) This The Selling Shareholder has delivered an irrevocable exercise notice with respect to the Warrant to the Company, and has delivered or caused to be delivered to Citibank, N.A. (the "Custodian") a blank stock power with respect to the Shares to be sold by the Selling Shareholder, duly executed and with a signature appropriately guaranteed, and a certificate representing such Shares, to be held in custody by the Custodian for delivery pursuant to the provisions of this Agreement and an agreement dated March 13, 2000 between the Custodian and the Selling Shareholder (the "Custody Agreement"). (b) The Selling Shareholder has granted an irrevocable power of attorney (the "Power of Attorney") to Arth▇▇ ▇. ▇▇▇ Prad▇ and Rinse de Jong, on behalf of the Selling Shareholder, to execute and deliver this Agreement and any other document necessary or desirable in connection with the transactions contemplated hereby and to deliver the Shares to be sold by the Selling Shareholder pursuant hereto. (c) Each of this Agreement, the Custody Agreement, the Power of Attorney and the Lock-Up Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder.Shareholder and, assuming due authorization, (b) The Selling Shareholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Offered Securities to be sold by the Selling Shareholder hereunder; and, upon payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (cd) The execution and delivery by the Selling Shareholder of, of this Agreement and the performance by the Selling Shareholder of its obligations underunder this Agreement, this Agreement does not and will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) violate or contravene any 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) 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; or (iii) result in the creation or imposition of any lien, charge or encumbrance upon the Shares to be sold by the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which it is the Selling Shareholder may be bound or under to which it any of the property or assets of the Selling Shareholder is subject. (e) The Selling Shareholder is the holder of and has the right to exercise the Warrant. On the Firm Shares Closing Date, the Selling Shareholder 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. (f) On the Firm Shares Closing Date, the Selling Shareholder 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. (g) 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. (h) The responses set forth in the questionnaire completed by the Selling Shareholder at the Company's request in connection with this offering, the information regarding the Selling Shareholder in the Prospectus in the Section entitled to "Principal and Selling Shareholders," and any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable other information relating to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, furnished in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation writing by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration StatementStatement and Prospectus (collectively, the General Disclosure Package or the Final Prospectus "Selling Shareholder Information") is, and on each Closing Date will be, true, correct correct, and complete in all material respectscomplete, 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, it being understood and agreed that . (i) The principal reason for the only such information consists of the information with respect to participation by the Selling Shareholder under in the caption “proposed public offering is to permit diversification of the Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”).'s investments; (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (fj) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted 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 Offered SecuritiesShares. (gk) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf representations and warranties of the Selling Shareholder in the Power of Attorney are, and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation on each Closing Date will be, true and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancecorrect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The Selling Shareholder has full right, power and authority to enter into this Agreementhas, and to sellon the Closing Date will have, assignvalid title to, transfer and deliver or a valid “security entitlement” within the Offered Securities meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder hereunder; andfree and clear of all security interests, upon claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares. (c) Upon payment for the Offered Securities Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered SecuritiesShares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Offered Securities Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered SecuritiesShares), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities Shares and (C) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (cd) The execution and delivery by the Selling Shareholder of, has no reason to believe that the representations and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case warranties of the foregoing clauses (i) Company contained in Section 1 are not true and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agencycorrect, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in familiar with the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Time of Sale Prospectus or the Final Prospectus isthat has had, or may have, a material adverse effect on the Company and on each Closing Date 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 Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (e) The Registration Statement, 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(i) the Registration Statement and the Prospectus comply and, correct and complete as amended or supplemented, if applicable, will comply in all material respectsrespects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (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 the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and agreed (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 only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package representations and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted 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 Offered Securities. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations warranties set forth in this Section 3. The Selling Shareholder acknowledges that paragraph (g) do not apply to statements or omissions in the Company, Underwriters and, for purposes of Registration Statement or the opinions Prospectus based upon information relating to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel any Underwriter furnished to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to Company in writing by such relianceUnderwriter through you expressly for use therein.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, and agrees with, each of the Company International Underwriters as of the Time of Execution, Time of Sale, Closing Date and each Underwriter as set forth below in this Section 3.Additional Closing Date that: (a) Neither the Time of Sale Prospectus nor the Prospectus or any amendments or supplements thereto includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this subsection (a) apply only to statements or omissions made in reliance upon and in conformity with information relating to the Selling Shareholder furnished in writing by or on behalf of the Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any other Issuer free writing prospectus or any amendment or supplement thereto, thereto, it being understood that the only such information consists of (i) the name of and the number of shares owned by the Selling Shareholder and (ii) the third sentence in the first paragraph under the heading, “Principal and Selling Shareholders—Selling Shareholder” in the Time of Sale Prospectus and the Prospectus (the “Selling Shareholder Information”); the Selling Shareholder is not prompted to sell the ADSs to be sold by the Selling Shareholder hereunder by any information concerning the Company or any subsidiary of the Company which is not set forth in the Time of Sale Prospectus or the Prospectus. (b) This Agreement has and the Brazilian Underwriting Agreement have been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (bc) The Selling Shareholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Offered Securities to be sold by the Selling Shareholder hereunder; and, upon payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) is in possession of the ADSs, the ADSs are credited on the books of DTC to one or more securities accounts beneficially owned by the Selling Shareholder and such ADSs are not “restricted securities” as defined in the Securities Act or the rules and regulations promulgated thereunder. (d) The execution and delivery of this Agreement and the Brazilian Underwriting Agreement and the sale and delivery of the ADSs to be sold by the Selling Shareholder and the consummation of the transactions contemplated herein and compliance by the Selling Shareholder with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon (A) the ADSs to be sold by the Selling Shareholder or (B) any other property or assets of the Selling Shareholder, in each case, pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or 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 subject, (ii) result in any violation of the provisions of the charter or by-laws or other organizational instrument of the Selling Shareholder, if applicable, or (iii) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Shareholder or any of its properties, except in the case of clauses (i)(B) and (iii) as would not adversely affect in any material respect the Selling Shareholder’s ability to perform its obligations hereunder and under the Brazilian Underwriting Agreement. (e) The Selling Shareholder has, and at the Closing Date and each Additional Closing Date, as the case may be, will have, (i) valid title to the ADSs to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and (ii) all authorization and approval required by law, to enter into this Agreement and the Brazilian Underwriting Agreement and to sell, transfer and deliver the ADSs to be sold by the Selling Shareholder or a valid security entitlement in respect of such ADSs. (f) Upon payment of the purchase price for the ADSs to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such ADSs, as directed by the International Underwriters, to Cede or such other nominee as may be designated by DTC (unless delivery of such ADSs is unnecessary because such ADSs are already in possession of Cede or such nominee), registration of such Offered Securities ADSs in the name of Cede or such other nominee (unless registration of such ADSs is unnecessary because such ADSs are already registered in the name of Cede or such nominee), and the crediting of such Offered Securities ADSs on the books of DTC to securities accounts (within the securities account meaning of Section 8-501(a) of the UCC) of the International Underwriters (assuming that neither DTC nor the Underwriters any such International Underwriter has notice of any “adverse claim (claim,” within the meaning of Section 8-105 of the New York Uniform Commercial Code then in effect in the State of New York (the “UCC”)) , to such Offered SecuritiesADSs), (A) DTC shall be a “protected purchaser” of such Offered Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the International Underwriters will acquire a valid “security entitlement entitlement” in respect of such Offered Securities ADSs and (CB) 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 Offered Securities ADSs may be asserted against the International 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, (xI) such Offered Securities ADSs will have been registered in the name of Cede or another nominee designated by DTC, in each case on the CompanyDepositary’s share registry in accordance with its certificate of incorporation, bylaws the Deposit Agreement and applicable law, (yII) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC and UCC, (zIII) appropriate entry entries to the account accounts of the several International Underwriters on the records of DTC will have been made pursuant to the UCC. , (cIV) The execution and delivery by to the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach ofextent DTC, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to securities intermediary which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) acts as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information clearing corporation” with respect to the Selling Shareholder under ADSs, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the caption “Selling Shareholder” UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the International Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient ADSs to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Registration Statement, the General Disclosure Package and the Final Prospectus (ADSs then held by DTC or such information, the “Selling Shareholder Information”)securities intermediary. (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (fg) The Selling Shareholder has not taken taken, and will not take, directly or indirectly, any action that which is designed to or that has which constituted or that might reasonably would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered SecuritiesADSs. (gh) 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. (i) The Selling Shareholder has not prepared or had prepared on its behalf or used or referred to, any “free writing prospectus” (as defined in Rule 405), and has not distributed any written materials in connection with the offer or sale of the ADSs. (j) Neither the Selling Shareholder nor 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 United States person associated with a member (as within the term is defined in 7701(a)(30meaning of the FINRA By-Laws) of FINRA. (k) The Selling Shareholder has the Internal Revenue Code power to submit, and pursuant to Section 15(c) of 1986this Agreement has legally, validly, effectively and irrevocably submitted to the exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit, action or proceeding arising out of or relating to the application or enforcement of Section 15(c) of this Agreement or for purposes of seeking provisional remedies, and to the non-exclusive jurisdiction of such courts in any suit, action or proceeding arising out of or relating to the enforcement of any award made pursuant to Section 15(c) of this Agreement, and the Selling Shareholder has validly and irrevocably waived any objection to the laying of venue of any such proceeding in such courts to the fullest extent permissible by law, and has validly and irrevocably appointed Corporation Service Company as amendedits authorized agent in the Borough of Manhattan in The City of New York upon which process may be served pursuant to Section 15(c) for U.S. federal income tax purposes. Any certificate signed by of this Agreement. (l) Neither the Selling Shareholder nor any of its subsidiaries, nor, to the best knowledge of the Selling Shareholder, any director, officer, agent, employee or other person associated with or acting on behalf of the Selling Shareholder and delivered or any of its subsidiaries (any such person, an “Associated Person”), nor, to the Representatives or to counsel for the Underwriters in connection with the offering knowledge of the Offered Securities shall be deemed a representation Selling Shareholder, its affiliates (but not including (A) any agency or other entity or body constituting part of the government of the State of Qatar or any political subdivision thereof (together, “Qatar”); or (B) any entity related to Qatar for which the Qatar Investment Authority provides no operational management or control and warranty by subsidiaries of such entities (together with Qatar “Excluded Persons”);or any official, agent or employee thereof, except to the extent any such official, agent or employee is an Associated Person) have (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, to the extent applicable to the Selling Shareholder, or any applicable Brazilian law or regulation regarding illegal payments and corrupt practices; or (iv) made any bribe, illegal rebate, illegal payoff, illegal influence payment, kickback or other unlawful payment. (m) The operations of the Selling Shareholder and its subsidiaries, and to the Underwriters as knowledge of the Selling Shareholder, its affiliates (but not including any Excluded Persons or any official, agent or employee thereof, except to the matters covered thereby extent any such official, agent or employee is an Associated Person), are and have been conducted at all times in compliance with the 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 Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each , threatened. (n) None of the representations set forth in this Section 3. The Selling Shareholder acknowledges that Shareholder, any of its subsidiaries, or, to the Company, Underwriters and, for purposes knowledge of the opinions to be delivered pursuant to Section 9(d)Selling Shareholder, Section 9(e)any director, Section 9(f) and Section 9(g) hereofofficer, counsel agent, employee or affiliates (but not including any Excluded Persons or any official, agent or employee thereof, except to the Companyextent any such official, the Company’s general counsel agent or any assistant general counsel, employee is an Associated Person) of the Selling Shareholder or any of its subsidiaries is an individual or entity currently the subject of any sanctions administered or enforced by the United States Government, including, without limitation, the OFAC, the UNSC, the European Union, HMT, Switzerland, or other relevant sanctions authority (collectively “Sanctions”); and counsel to the Underwriters, Selling Shareholder will rely upon not directly or indirectly use the accuracy and truthfulness proceeds of the foregoing representations and hereby consents sale of the ADSs hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S., United Nations, European Union, English or Swiss sanctions administered by OFAC, UNSC, the European Union, HMT or Switzerland, respectively, in violation of such relianceSanctions.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with the Company and each Underwriter as set forth below in this Section 3.that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The execution and delivery by the Selling Shareholder has full rightof, power and authority to enter into the performance by the Selling Shareholder of its obligations under this Agreement, will not contravene any provision of applicable law, or the certificate of incorporation or by-laws 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, and to sellno consent, assignapproval, transfer 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, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and deliver sale of the Offered Securities Shares. (c) The Selling Shareholder has, and on the Closing Date (as defined in Section 5 hereof) will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the Selling Shareholder hereunder; andfree and clear of all security interests, upon claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Offered Securities Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered SecuritiesShares, as directed by the RepresentativesUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Offered Securities Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Shares on the books of DTC to the securities account accounts of the Underwriters Underwriter (assuming that neither DTC nor the Underwriters Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered SecuritiesShares), (A) DTC shall be a “protected purchaser” of such Offered Securities Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Offered Securities Shares and (C) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Offered Securities Shares may be asserted against the Underwriters Underwriter 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 Offered Securities 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 entry entries to the account of the Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (ce) The execution and delivery by the Selling Shareholder ofhas no reason to believe (without independent investigation) that the representations and warranties of the Company contained in Section 1 are not true and correct, is familiar with the Registration Statement and Prospectus and has no knowledge of any material fact, condition or information not disclosed in the performance by the Prospectus that has had, or may have, a Material Adverse Effect. The Selling Shareholder of is not prompted by any information concerning the Company or its obligations under, Subsidiaries which is not set forth in the Prospectus to sell its Shares pursuant to this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to Agreement. (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the The Registration Statement, the General Disclosure Package when it became effective, did not contain and, as amended or the Final Prospectus issupplemented, and on each Closing Date if applicable, will be, true, correct and complete in all material respects, and on each Closing Date will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood and agreed except that the representations and warranties set forth in paragraph 2(f) apply only such information consists 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 information with respect to the Selling Shareholder under expressly for use therein. The Company and the caption “Underwriter acknowledge that the information on the Selling Shareholder” Shareholder appearing in the Prospectus in constitute the only information furnished by or on behalf of the Selling Shareholder to the Company expressly for use in the Registration Statement, the General Disclosure Package Statement and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (fg) 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 that is designed to to, or that has constituted 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 Offered Securities. (g) The Selling Shareholder is a United States person (Shares pursuant to the distribution contemplated by this Agreement, and other than as permitted by the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986Securities Act, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder has not distributed and delivered to the Representatives will not distribute any prospectus or to counsel for the Underwriters other offering material in connection with the offering and sale of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceShares.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants toto each Underwriter on the date hereof (except as otherwise set forth herein), and agrees with, the Company shall be deemed to represent and warrant to each Underwriter as set forth below on the Closing Date and the Additional Closing Date, that: a. All consents, approvals, authorizations and orders necessary for the execution and delivery by the Selling Shareholder of this Agreement and the Custody Agreement (including the Power of Attorney provided for in such Custody Agreement) referred to in the last paragraph of this Section 3. 7 (a) This Agreement has been duly authorizedthe "Custody Agreement"), executed and delivered by or on behalf for the sale and delivery of the Shares to be sold by the Selling Shareholder. (b) The Shareholder hereunder, have been obtained; and the Selling Shareholder has full right, power and authority to enter into this Agreement and the Custody Agreement, and to sell, assign, transfer and deliver the Offered Securities Shares to be sold by the such Selling Shareholder hereunder; and. b. This Agreement and the Custody Agreement have been duly authorized, upon payment for the Offered Securities to be sold executed and delivered by the Selling Shareholder pursuant to and this AgreementAgreement and the Custody Agreement constitute the valid and binding agreements of the Selling Shareholder enforceable against the Selling Shareholder in accordance with their respective terms, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee except as may be designated limited by The Depository Trust Company (“DTC”)bankruptcy, registration insolvency, reorganization or other laws of general application relating to or affecting enforcement of creditors' rights generally or the availability of equitable remedies, regardless of whether such Offered Securities enforcement is considered in a proceeding in equity or at law; the name performance of Cede or such other nominee this Agreement and the crediting of such Offered Securities on Custody Agreement and the books of DTC to the securities account consummation of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities transactions contemplated herein and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement therein will not contravene or conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, any indenture, mortgage, deed of trust, voting trust agreement, note agreement, lease or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound the Selling Shareholder or the Selling Shareholder's properties are bound, or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgmentlaw, statute, order, decree rule or regulation of any court or governmental agency or body applicable to the Selling Shareholder or the business or property of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder. c. The Selling Shareholder has, exceptand immediately prior to the Closing Date (and the Additional Closing Date, in the case of the foregoing clauses (iif any) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability Shareholder will have, good and marketable title to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation Shares to be sold by the Selling Shareholder hereunder, free and clear of all liens, encumbrances, equities, shareholder agreements, voting trusts, adverse claims or other claims of any nature whatsoever, and, upon delivery of the transactions contemplated in this AgreementShares and payment therefor pursuant hereto, except such as may be required under the Securities Act, applicable state securities or blue sky laws good and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior marketable title to the First Closing DateShares, free and clear of all liens, encumbrances, equities, 15 shareholder agreements, voting trusts, adverse claims or other claims of any nature whatsoever (other than those arising by or through the Underwriters), will pass to the several Underwriters. (d) All information furnished to the Company or the Underwriters by or on behalf of the d. The Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, and on each Closing Date will not, contain any untrue statement for a period of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that 120 days after the only such information consists commencement of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion public offering of the Shares by the Underwriters’ distribution , directly or indirectly, sell, offer or contract to sell, or otherwise dispose of the Offered Securities, the Selling Shareholder has not distributed and will not distribute or transfer any offering material in connection shares of Common Stock or rights to purchase shares of Common Stock otherwise than hereunder or with the offering and sale prior written consent of the Offered Securities other than the Registration StatementRaym▇▇▇ ▇▇▇e▇ & ▇ssociates, the General Disclosure Package and the Final Prospectus.Inc. (f) e. The Selling Shareholder has not taken taken, and will not take, directly or indirectly, any action that is designed to or that which has constituted or that nor which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered SecuritiesShares or otherwise. (g) f. No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required for the consummation by the Selling Shareholder of the transactions on his part contemplated herein or in the Custody Agreement, except such as have been obtained under the Act and such as may be required under state securities or Blue Sky laws or the by-laws and rules of the NASD in connection with the purchase and distribution by the Underwriters of the Shares to be sold by the Selling Shareholder. g. The Selling Shareholder is a United States person familiar with the Registration Statement, the Prepricing Prospectus and the Prospectus and has no knowledge of any material fact or condition not set forth in the Registration Statement, the Prepricing Prospectus or the Prospectus which has adversely affected, or may adversely affect, the business, properties, business prospects, condition (as the term is defined in 7701(a)(30financial or otherwise) or results of operations of the Internal Revenue Code of 1986Company, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf and the sale of the Selling Shareholder and delivered Shares proposed to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty sold by the Selling Shareholder to the Underwriters as to the matters covered thereby is not prompted by any such knowledge. h. All information with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each contained in the Registration Statement, the Prepricing Prospectus and the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment or supplement thereto) complied and will comply in all material respects with all applicable provisions of the Act, contains and will contain all statements required to be stated therein in accordance with the Act, and does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. i. To the best knowledge of such Selling Shareholder, the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes and warranties of the opinions to be delivered pursuant to Company contained in Section 9(d), Section 9(e), Section 9(f) 6 hereof are true and Section 9(g) hereof, counsel to correct. j. Other than as permitted by the Company, Act and the Company’s general counsel or any assistant general counselRules and Regulations, the Selling Shareholder has not distributed and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.not distribute any Prepricing Prospectus,

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The Selling Shareholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Offered Securities to be sold by the Selling Shareholder hereunder; and, upon payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations 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 (the "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 or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law law, or the trust agreement governing the Selling Shareholder, or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order, order or decree or regulation applicable to the Selling Shareholder of any court, regulatory governmental body, administrative agency, governmental body agency or arbitrator court having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No no consent, approval, authorization or other order of, or registration or filing qualification with, any court governmental body or other governmental authority or agency, agency is required for the consummation performance by the Selling Shareholder of its obligations under this Agreement or the transactions contemplated in this AgreementCustody Agreement or Power of Attorney of the Selling Shareholder, except such as may be required under by the Securities Act, applicable state securities or blue sky Blue Sky laws of the various states in connection with the offer and from sale of the Financial Industry Regulatory AuthorityShares. (c) The Selling Shareholder has, Inc. and on the Closing Date will have, valid title to, or a valid "security entitlement" within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of (“FINRA”x) and such other approvals as have been or will be made or obtained the shares of common stock of Old Journal that will, on or prior the Closing Date, automatically exchange into shares of Class B Common Stock pursuant to the First Closing DatePlan of Share Exchange and then that will automatically convert into shares of Class A Common Stock pursuant to the Company's articles of incorporation, and (y) the Shares, respectively, to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares. (d) All information furnished to The Custody Agreement and the Company or Power of Attorney have been duly authorized, executed and delivered by the Underwriters by or on behalf 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 will pass valid title to such Shares, free and clear of any adverse 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. (f) The Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in writing expressly for use Section 1 are not true and correct and has no knowledge of any material fact, condition or information not disclosed in the Prospectus that has had, or may have, a material adverse effect on the Journal Enterprise. The Selling Shareholder is not prompted by any material 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, the General Disclosure Package when it became effective, did not contain and, as amended or the Final Prospectus issupplemented, and on each Closing Date if applicable, will be, true, correct and complete in all material respects, and on each Closing Date will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood and agreed provided that the only such representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon information consists of the information with respect relating to the Selling Shareholder under furnished to the caption “Company in writing by the Selling Shareholder” Shareholder expressly for use in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted 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 Offered Securities. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceamendments or supplements thereto.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The execution and delivery by the Selling Shareholder has full rightof, power and authority the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene any provision of applicable 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, except in the case of such conflicts, breaches and violations that would not reasonably be expected to enter into affect the validity of the Shares or have a material adverse effect on the ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement, and to sellno consent, assignapproval, transfer authorization or order of, or qualification with, any governmental body, agency or court is required for the performance by the Selling Shareholder of its obligations under this Agreement of the Selling Shareholder, except such as (A) may be required by the securities or Blue Sky laws of the various states in connection with the offer and deliver sale of the Offered Securities Shares or (B) have already been obtained. (c) The Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder hereunder; andfree and clear of all security interests, upon claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Offered Securities security entitlement in respect of the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery Agreement and the crediting of such Offered Securities, as directed by Shares on the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by books of The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC ) to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered SecuritiesShares), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities Shares and (C) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 payment and crediting occur, (x) such Offered Securities Shares will have been registered in the name of Cede & Co. 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (ce) The execution and delivery by the Selling Shareholder of, and has delivered to the performance by 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 warranties of its obligations under, this Agreement will the Company contained in Section 1 are not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the true and correct. The Selling Shareholder is a party or not prompted by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to concerning the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use its subsidiaries that is not set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Final Prospectus isto sell its Shares pursuant to this Agreement. (g) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and on each Closing Date incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will be, true, correct and complete comply when so filed in all material respectsrespects 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 comply 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 the applicable rules and regulations of the Commission thereunder, (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 and at the Option Closing Date, as the case may be, 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, (v) each broadly available roadshow, 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, 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, it being understood and agreed that the only such information furnished by any Underwriter consists of the information with respect to Underwriter Information. (i) None of the Selling Shareholder under or, to the caption “knowledge of the Selling Shareholder” , any 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 Registration Statementsubject of Sanctions (including, without limitation, Crimea, the General Disclosure Package so-called Donetsk and the Final Prospectus (such informationLuhansk People’s Republics, the “Selling Shareholder Information”Cuba, Iran, North Korea and Syria). (eii) Prior to The Selling Shareholder will not, directly or indirectly, use the completion proceeds of the Underwriters’ distribution 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 Offered Securitiestime of such funding or facilitation, is the Selling Shareholder has not distributed and subject of Sanctions; or (B) in any other manner that will not distribute result in a violation of Sanctions by any offering material Person (including any Person participating in connection with the offering and sale of the Offered Securities other than the Registration Statementoffering, the General Disclosure Package and the Final Prospectuswhether as underwriter, advisor, investor or otherwise). (fiii) The Selling Shareholder has not taken knowingly engaged in, is not now knowingly engaged in, and will not takeengage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (a) Neither the Selling Shareholder nor, to the knowledge of the Selling Shareholder, any 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 action that is designed Government Official in order to influence official action, or that to any person in violation of any applicable anti-corruption laws; and (b) the Selling Shareholder has constituted conducted its business in compliance with applicable anti-corruption laws and will not use, directly or that might reasonably be expected to cause or result in stabilization or manipulation indirectly, the proceeds of the price 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 security of anti-corruption laws applicable to the Company to facilitate the sale or resale of the Offered SecuritiesSelling Shareholder. (gi) 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 United States person (as the term is defined in 7701(a)(30) plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amendedamended or (iii) for U.S. federal income tax purposes. Any certificate signed by an entity deemed to hold “plan assets” of any such plan or on behalf account under Section 3(42) of the Selling Shareholder and delivered to the Representatives ERISA, 29 C.F.R. 2510.3-101, or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. otherwise. (j) The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Companyhas, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d20(a), to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts, and has, pursuant to Section 9(e20(c), Section 9(f) legally, validly and Section 9(g) hereofeffectively designated, counsel to the Company, the Company’s general counsel appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceSpecified Courts.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants toto the several Underwriters, as of the date hereof and as of each Closing Date, and agrees withwith the several Underwriters, the Company and each Underwriter as set forth below in this Section 3.that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The Selling Shareholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Offered Securities to be sold by the Selling Shareholder hereunder; and, upon payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgmentagreement or other instrument binding upon the Selling Shareholder, order, decree (ii) the articles of incorporation or regulation applicable to bylaws of the Selling Shareholder or (iii) any judgment, order or decree of any court, regulatory governmental body, administrative agency, governmental body agency or arbitrator court having jurisdiction over the Selling Shareholder, except, in the case of the foregoing with respect to clauses (i) and (ii) iii), as would not, individually or in the aggregate, reasonably reasonable be expected to materially impact have a material adverse effect on the Selling Shareholder’s ability to perform its obligations under this Agreement. No , and no consent, approval, authorization or other order of, or registration or filing qualification with, any governmental body, agency or court or other governmental authority or agency, is required for the consummation performance by the Selling Shareholder of the transactions contemplated in its obligations under this Agreement, except for the registration of the Securities under the Securities Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Securities Act, Exchange Act and applicable state or foreign securities or blue sky laws in connection with the offer and from sale of the Financial Industry Regulatory AuthoritySecurities. (c) The Selling Shareholder is, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or immediately prior to each Closing Date, the First Selling Shareholder will be, the record owner of the Securities to be delivered by the Selling Shareholder hereunder at such Closing Date, and the Selling Shareholder has full right, power and authority to enter into this Agreement and to sell, assign and transfer the Ordinary Shares to be delivered by the Selling Shareholder and the Ordinary Shares in the form of ADSs to be delivered by the Selling Shareholder and to deposit with the Depositary the Ordinary Shares to be sold in the form of the Offered ADSs by such Selling Shareholder at such Closing Date. (d) All information furnished to Upon delivery of and payment for the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information with respect Securities to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statementat each Closing Date hereunder, the General Disclosure Package and several Underwriters will acquire valid title to, including a valid “security entitlement” within the Final Prospectus (such informationmeaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the “Selling Shareholder Information”)Securities free and clear of all liens, encumbrances, equities or claims, and upon delivery of such Securities and payment therefor pursuant hereto, valid title to such Securities, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriters. (e) Prior The Selling Shareholder will, prior to each Closing Date, deposit the Ordinary Shares to be represented by the Offered ADSs with the Depositary in accordance with the provisions of the Deposit Agreement and otherwise complies with the Deposit Agreement so that ADSs will be executed (and, if applicable, countersigned) and issued by the Depositary against receipt of such Ordinary Shares and delivered to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final ProspectusUnderwriters at such Closing Date. (f) The Selling Shareholder has not taken and will not taketaken, directly or indirectly, any action that is designed to or that has constituted or that might would 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 Offered Securities. (g) The Selling Shareholder has delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit I (the “Lock-up Agreement”). (h) 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 General Disclosure Package or the Prospectus to sell its Securities pursuant to this Agreement. (i) (i) Each part of the Registration Statement, when such part became effective, did not contain, and, as amended or supplemented, if applicable, did not or will not, as the case may be, contain at the time of such amendment or supplement, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not or will not, as the case may be, as of the date of the Prospectus and as at each Closing Date, contain and, as amended or supplemented, if applicable, at the time of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 3(i) are limited only to information furnished to the Company in writing by the Selling Shareholder expressly for use in the Registration Statement, the General Disclosure Package, the Prospectus or any amendments or supplements thereto, it being understood and agreed that the only such information furnished by the Selling Shareholder consists of Selling Shareholder Information. Each Underwriter, the Company and the Selling Shareholder agree that the “Selling Shareholder Information” with respect to the Selling Shareholder consists solely of the information expressly furnished by the Selling Shareholder for use in connection with the offering the Registration Statement, the General Disclosure Package and the Prospectus, which consists solely of (x) the name, address and number of Ordinary Shares and Restricted Shares owned by the Selling Shareholder, before and after the offering, and (y) the other information with respect to the Selling Shareholder that appears in the table (and corresponding footnotes) under the caption “Selling Securityholder,” in each case, in the Registration Statement, the General Disclosure Package or the Prospectus. (i) None of the Selling Shareholder, any of its subsidiaries, or any director and officer thereof, nor to the Selling Shareholder’s knowledge any other employee, agent, affiliate, or representative of the Selling Shareholder or any of its subsidiaries, 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) organized or resident in a country or territory that is the subject of comprehensive territorial 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, Crimea, Cuba, Iran, North Korea and Syria). (ii) The Selling Shareholder and each of its subsidiaries have not for the past five years, engaged in, and are not now engaged in, any dealings or transactions with any Person, or with any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, except to the extent permitted by applicable law. It is understood that the Selling Shareholder does not make or repeat, as appropriate, the representation and warranty contained in this Section 3(j)(ii) and/or the representation and warranty given by the Selling Shareholder in Section 3(j)(ii) to the extent that such provisions are or would be unenforceable or would result in a violation of (i) Council Regulation (EC) 2271/96 (including as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) and/or any applicable national law or regulation which purports to create liability in respect of such violation in any member state of the European Union or any similar anti-boycott law in the United Kingdom. The representations and warranties given in this clause are only sought by and given to any Underwriter incorporated in or organized under the laws of the Federal Republic of Germany to the extent that to do so would not result in a violation of or a conflict with the German Foreign Trade Regulation (Außenwirtschaftsverordnung – AWV). (k) 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: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, except to the extent permitted by applicable law; (ii) fund or facilitate any money laundering or terrorist financing activities; or (iii) in any other manner that would cause or result in a violation of any applicable Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise), it being understood that the Selling Shareholder, to the extent it is subject to Council Regulation (EC) 2271/96, does not make or repeat, as appropriate, the representation and warranty contained in this paragraph 3(k) to the extent that this would result in a violation of the EU Blocking Regulation or any law or regulation implementing the EU Blocking Regulation in any member state of the European Union. (l) For the past five years, none of the Selling Shareholder or any of its subsidiaries, or any director, officer, or employee thereof, or, to the Selling Shareholder’s knowledge, any agent or representative of the Selling Shareholder or of any of its subsidiaries, has (i) taken any action in furtherance of an offer, solicitation, payment, promise to pay, or authorization of any direct or indirect unlawful payment or benefit, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, or (ii) violated (a) the U.S. Foreign Corrupt Practices Act of 1977, (b) the UK Bribery Act 2010 and (c) other than immaterial violations, any other applicable anti-bribery or anti-corruption law. (m) 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. (n) No investigation, inquiry, 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, Anti-Corruption Laws, or Sanctions is pending or, to the knowledge of the Selling Shareholder, threatened. The Selling Shareholder and its subsidiaries and affiliates have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with the Anti-Corruption Laws, the Anti-Money Laundering Laws and Sanctions. (o) The Selling Shareholder is a “United States person (as person” within the term is defined in meaning of Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended, and is not treated as resident in any non-U.S. jurisdiction for tax purposes (including any double tax treaty arrangement). (p) for U.S. federal income tax purposes. Any certificate signed by or on behalf The Selling Shareholder (i) has not alone engaged in any Testing-the-Waters Communication with any person other than Testing-the-Waters Communications with the consent of the Representatives with entities that are reasonably believed to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are reasonably believed to be accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Selling Shareholder and delivered to reconfirms that the Representatives or have been authorized to counsel for the Underwriters act on its behalf in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholderundertaking Testing-the-Waters Communications. The Selling Shareholder has not distributed or approved any Testing-the-Waters Communication that is a reasonable basis for making each written communication within the meaning of Rule 405 under the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.Securities Act other than those listed on Schedule C.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, and agrees with, the Company and to each Underwriter as set forth below in this Section 3.that: (a) The Selling Shareholder is the lawful owner of the Shares to be sold by it pursuant to this Agreement and has, and on the Closing Date or the Additional Closing Date, as applicable, will have, good, valid and clear title to such Shares, free of any and all restrictions on transfer, liens, encumbrances, security interests, equities, claims and other defects whatsoever; (b) The Selling Shareholder has, and on the Closing Date or the Additional Closing Date, as applicable, will have, full legal right, power and authority, and 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 it in the manner provided herein; (c) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder.Shareholder and is its legal, valid and binding agreement; (bd) The Selling Shareholder has full right, power Upon delivery of and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Offered Securities to be sold by the Selling Shareholder hereunder; and, upon payment for the Offered Securities Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of good, valid and clear title to such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC Shares will pass to the securities account Underwriters, free and clear of the Underwriters all restrictions on transfer, liens, encumbrances, security interests, equities, claims and defects whatsoever; (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)e) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 paymentThe execution, delivery and crediting occurperformance of this Agreement by the Selling Shareholder, (x) such Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery compliance by the Selling Shareholder of, with all the provisions hereof and the performance consummation by the Selling Shareholder of its obligations under, this Agreement the transactions contemplated hereby will not contravene (i) require the Selling Shareholder to obtain any consent, approval, authorization or conflict with, result in a breach other order of, or qualification with, any court or governmental body or agency (except as such may be required under the securities or blue sky laws of the various states or as have been or will be obtained), (ii) conflict with or constitute a breach of any of the terms or provisions of, or a default (or, with the giving of notice or lapse of time, would be in default) under, any indenture, loan agreement, mortgage, deed of trust, lease, license or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it the Selling Shareholder or any of its properties is bound or under which it is entitled (iii) to its knowledge, violate or conflict with any right applicable federal, state, local or benefit including foreign law, statute, rule, regulation or judgment, order or decree of any pledge of Offered Securities or (ii) any provision of applicable law court or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator agency having jurisdiction over the Selling Shareholder, except, in the case Shareholder or any property of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date.; (df) All The information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration StatementStatement and Prospectus does not, and will not on the General Disclosure Package Closing Date or the Final Prospectus is, and on each Additional Closing Date will be, true, correct and complete in all material respects, and on each Closing Date will notDate, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such information not misleadingthe statements therein, it being understood and agreed that in the only such information consists light of the information with respect to the Selling Shareholder circumstances under the caption “Selling Shareholder” in the Registration Statementwhich they were made, the General Disclosure Package not misleading and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute agreed to immediately notify the Company if, at any offering material time during the period when a Prospectus is required by law to be delivered in connection with the offering and sale sales of the Offered Securities other than the Registration StatementShares by an Underwriter or a dealer, the General Disclosure Package and the Final Prospectus.there is any material change in such information; (fg) The Selling Shareholder has not taken taken, and will not take, directly or indirectly, any action that is designed to to, or that has constituted or that which might reasonably be expected to to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Securities.Shares pursuant to the distribution contemplated by this Agreement, and, other than as permitted by the Act, the Selling Shareholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares; and (gh) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any Each certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives Underwriters or to counsel for of the Underwriters in connection with the offering of the Offered Securities shall be deemed to be a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancethereby.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, and agrees with, to the Company and each Underwriter as set forth below in this Section 3.that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The Selling Shareholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Offered Securities Shares to be sold by the Selling Shareholder hereunderare, and on the Closing Date will be, duly and validly authorized and validly issued, fully paid and nonassessable; and, upon payment the certificates for the such Selling Shareholder Offered Securities to Shares will be sold by genuine; the Selling Shareholder pursuant has on the date hereof and will have on the Closing Date valid, marketable title to this Agreementsuch Selling Shareholder Offered Shares, free and clear of all liens, encumbrances, equities, security interests and claims whatsoever, with full right and authority to sell and deliver such Selling Shareholder Offered Shares; and upon the delivery of and payment for such Selling Shareholder Offered SecuritiesShares as herein contemplated the Underwriter will receive valid, as directed by the Representativesmarketable title thereto, to Cede & Co. (“Cede”) or such other nominee as free and clear of all liens, encumbrances, equities, security interests and claims, except any that may be designated created by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCCtheir own action. (c) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (db) All information furnished to the Company or the Underwriters in writing by or on behalf of the Selling Shareholder in writing expressly for use in, or in connection with the preparation of, the Registration Statement, the General Disclosure Package Statement or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, and on each Closing Date will not, does not contain any an 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, it being understood and agreed that . The Selling Shareholder hereby furnishes to the only Company for such information consists of use the information statements with respect to the Selling Shareholder under the caption “"Principal and Selling Shareholder” " in the Prospectus and in Item 26 for Form SB-2 of the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (fc) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security the Common Shares of the Company in connection with, or to facilitate facilitate, the sale or resale distribution of the Offered SecuritiesShares. (gd) The Selling Shareholder is has duly authorized the Company to act as attorney-in-fact (the "Attorney-in-Fact") for the Selling Shareholder pursuant to a United States person power of attorney executed by the Selling Shareholder (as and, by the term is defined in 7701(a)(30) execution by it of this Agreement on behalf of the Internal Revenue Code of 1986Selling Shareholder, the Attorney-in-Fact represents and warrants that it has been duly appointed as amendedAttorney-in-Fact by the Selling Shareholder) for U.S. federal income tax purposes. Any certificate signed by or pursuant to which the Attorney-in-Fact is authorized on behalf of the Selling Shareholder to execute this Agreement and delivered to the Representatives any other documents necessary or to counsel for the Underwriters desirable in connection with the offering sale of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder Offered Shares, to make delivery of the Underwriters as certificates for the Selling Shareholder Offered Shares, to receive the matters covered thereby with respect proceeds of the sale of the Selling Shareholder Offered Shares and to give a receipt therefor and to distribute the proceeds to the Selling Shareholder. The Selling Shareholder has caused a reasonable basis certificate or certificates for making each the number of Selling Shareholder Offered Shares to be sold by the Selling Shareholder hereunder to be delivered to the Attorney-in-Fact with irrevocable authority to purchase all requisite stock transfer tax stamps and to hold such certificate or certificates in custody for delivery, or for exchange for other certificates in proper form for delivery, pursuant to the provisions hereof on the Closing Date. (e) This Agreement constitutes the valid and binding obligation of the representations Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and the discretion of courts in granting equitable remedies and except that enforceability of the indemnification provisions set forth in this Section 3. The 8 hereof and the contribution provisions set forth in Section 9 hereof may be limited by the United States federal and state securities laws or public policy underlying such laws. (f) All authorizations and consents necessary for the execution and delivery by the Selling Shareholder acknowledges that of this Agreement and the Company, Underwriters and, for purposes sale and delivery hereunder of the opinions to Selling Shareholder Offered Shares have been obtained and are in full force and effect on the date hereof and will be delivered in full force and effect at the Closing Date. (g) The sale of such Selling Shareholder Offered Shares by the Selling Shareholder pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to this Agreement is not prompted by any material information concerning the Company, Company known by the Company’s general counsel or any assistant general counsel, Selling Shareholder which is not set forth in the Prospectus. Any certificate signed by the Selling Shareholder and counsel delivered to the Underwriters, will rely upon Underwriter or to Underwriter's counsel shall be deemed to be a representation and warranty by the accuracy and truthfulness of Selling Shareholder as to the foregoing representations and hereby consents to such reliancematters covered thereby.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The Selling Shareholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Offered Securities to be sold by the Selling Shareholder hereunder; and, upon payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law law, or the certificate of incorporation or by-laws of the Selling Shareholder, or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order, order or decree or regulation applicable to the Selling Shareholder of any court, regulatory governmental body, administrative agency, governmental body agency or arbitrator court having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No no consent, approval, authorization or other order of, or registration or filing qualification with, any court governmental body or other governmental authority or agency, agency is required for the consummation performance by the Selling Shareholder of the transactions contemplated in its obligations under this Agreement, Agreement except such as may be required under by the Securities Act, applicable state securities or blue sky Blue Sky laws of the various states in connection with the offer and from sale of the Financial Industry Regulatory Authority, Inc. Offered ADSs. (“FINRA”c) The Selling Shareholder has and such other approvals as at the Closing Date will have been or will be made or obtained on or prior (A) good and marketable title to the First Closing DateOrdinary Shares underlying the Offered ADSs to be delivered by the Selling Shareholder, free and clear of any liens, encumbrances, equities and claims and (B) full right, power and authority to effect the sale and delivery of such Offered ADSs. (d) All information furnished Upon payment for the Offered ADSs sold by such Selling Shareholder under this Agreement and the delivery by such Selling Shareholder to DTC or its agent of the Company or ADSs in book entry form to securities accounts maintained by the Underwriters by at the DTC or on behalf its nominee, and payment therefor in accordance with this Agreement, the Underwriters will acquire a securities entitlement (within the meaning of Section 8-501 of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information UCC) with respect to such Offered ADSs, and no action based on an “adverse claim” within the Selling Shareholder under meaning of UCC Section 8-102 may be asserted against the caption “Selling Shareholder” in the Registration StatementUnderwriters with respect to such security entitlement if, at such time, the General Disclosure Package and Underwriters do not have notice of any adverse claim within the Final Prospectus (such information, the “Selling Shareholder Information”)meaning of UCC Section 8-102. (e) Prior to the completion of the Underwriters’ distribution of The Ordinary Shares represented by the Offered Securities, ADSs to be sold by the Selling Shareholder has not distributed and will not distribute any offering material in connection may be freely deposited by the Selling Shareholder with the offering Depositary or its nominee in accordance with the Deposit Agreement against the issuance of ADRs evidencing ADSs representing such Ordinary Shares so deposited by the Selling Shareholder. (f) Except as disclosed in the Time of Sale Prospectus and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and Offered ADSs, as well as the Final ProspectusOrdinary Shares underlying such Offered ADSs, delivered at the Closing Date by the Selling Shareholder will be freely transferable by the Selling Shareholder. (fg) The Selling Shareholder has not taken and will not taketaken, directly or indirectly, any action that is designed to designed, or that which has constituted or that might reasonably be expected to cause or result in in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Ordinary Shares or the Offered SecuritiesADSs. (gh) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) has no affiliations or associations with any member of the Internal Revenue Code Financial Industry Regulatory Authority. (i) There are no contracts, agreements or understandings between the Selling Shareholder and any person that would give rise to a valid claim against the Selling Shareholder or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering. (j) Except as disclosed in the Time of 1986Sale Prospectus and the Registration Statement, as amended) for U.S. federal income tax purposes. Any certificate signed no transaction, stamp, capital or other issuance, registration, transaction, transfer or withholding taxes or duties are payable by or on behalf of the Underwriters in connection with (A) the sale and delivery of the Ordinary Shares represented by the Offered ADSs by the Selling Shareholder, the issuance of such Offered ADSs by the Depositary, and the delivery of such Offered ADSs to or for the account of the Underwriters, (B) the purchase from the Selling Shareholder and delivered the initial sale and delivery by the Underwriters of the Offered ADSs to purchasers thereof, (C) the deposit by the Selling Shareholder of the Ordinary Shares with the Depositary and the Custodian and the issuance and delivery of the ADRs evidencing the Offered ADSs, or (E) the execution and delivery of this Agreement. (k) The Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section 1 are not true and correct, is familiar with the Registration Statement, the Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Time of Sale Prospectus or the Prospectus that has had, or may have, a material adverse effect 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 Time of Sale Prospectus to sell its Ordinary Shares pursuant to this Agreement. (l) (i) Each document, if any, filed or to be filed pursuant to the Representatives Exchange Act and incorporated by 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) 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 counsel for state a material fact required to be stated therein or necessary to make the Underwriters 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 comply, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (v) the Time of Sale Prospectus does not, and at the time of each sale of the Offered ADSs in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the Offered Securities shall be deemed 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 representation 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 warranty 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 Managers expressly for use therein. (m) Neither the Selling Shareholder or any of its subsidiaries or, to the knowledge of the Selling Shareholder, any director, officer, agent, employee, affiliate, or person acting on behalf of the Selling Shareholder or any of its subsidiaries is currently subject to any U.S. sanctions administered by OFAC; and the Selling Shareholder will not use the proceeds of the offering for the purpose of financing the activities of any person known to the Selling Shareholder to the Underwriters as be currently subject to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceU.S. sanctions administered by OFAC.

Representations and Warranties of the Selling Shareholder. The Such Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the such Selling Shareholder. (b) The Such Selling Shareholder has full righthas, power and authority on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Offered Securities Shares to be sold by the such Selling Shareholder hereunder; and, upon or a security entitlement in respect of such Shares. (c) Upon payment for the Offered Securities Shares to be sold by the such Selling Shareholder pursuant to this Agreement, delivery of such Offered SecuritiesShares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Offered Securities Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered SecuritiesShares), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities Shares and (C) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Offered Securities Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Offered Securities 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (cd) The execution and delivery by the Such Selling Shareholder of, has no reason to believe that the representations and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case warranties of the foregoing clauses (i) Company contained in Section 1 or of the Trust contained in Section 2 are not true and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agencycorrect, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in familiar with the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Time of Sale Prospectus or the Final Prospectus isthat has had a material adverse effect on the Company and the Businesses, taken as a whole. Such Selling Shareholder is not prompted by any information concerning the Company or the Businesses which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (e) (i) Each part of the Registration Statement, when such part 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 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 will be(as defined in Section 6), truethe Time of Sale Prospectus, correct and complete in all material respectsas then amended or supplemented by the Company, and on each Closing Date 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 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, it being understood and agreed ; except that the only such information consists of the information with respect representations and warranties and any agreements set forth in this paragraph 3(e) do not apply to the Selling Shareholder under the caption “Selling Shareholder” statements or omissions in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Prospectus, or any amendments or supplements thereto, based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein; and provided that the Final Prospectus (representations and warranties and any agreements set forth in this paragraph 3(e) are limited to statements or omissions made in reliance upon information relating to such information, the “Selling Shareholder Information”). (e) Prior furnished to the completion of the Underwriters’ distribution of the Offered Securities, the Company in writing by such Selling Shareholder has not distributed and will not distribute any offering material expressly for use in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Time of Sale Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted 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 Offered Securities. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel Prospectus or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceamendments or supplements thereto.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The execution and delivery by the Selling Shareholder has of, and the performance by the Selling Shareholder of its obligations under, this Agreement, will not contravene any provision of applicable law, or the certificate of incorporation or by-laws or equivalent organizational document 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 except for such contraventions as would not, individually or in the aggregate, reasonably, be expected to have a material adverse effect on the ability of the Selling Shareholder 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 its obligations under this Agreement, except such as have been obtained and made under the Securities Act and such as may be required under the Exchange Act or the rules and the regulations thereunder by the securities or Blue Sky laws of the various state or foreign jurisdictions in connection with the offer and sale of the Shares. (c) The Selling Shareholder has, and on the Closing Date will have, full right, power and authority to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Offered Securities Shares to be sold delivered by the Selling Shareholder hereunder; andon such Closing Date hereunder or a valid security entitlement (within the meaning of Section 8-501 of the New York Uniform Commercial Code) in respect of such Shares, upon free and clear of all security interests, claims, liens, equities or other encumbrances. (d) Upon payment for the Offered Securities Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered SecuritiesShares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Offered Securities Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered SecuritiesShares), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities Shares and (C) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 articles of incorporation, bylaws 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (ci) The execution and delivery by the Selling Shareholder ofRegistration Statement, and the performance by the Selling Shareholder of its obligations underwhen it became effective, this Agreement did not contain and, as amended or supplemented, if applicable, will not contravene contain any untrue statement of a material fact or conflict withomit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision the Time of applicable law or any judgmentSale Prospectus does not, order, decree or regulation applicable to and at the Selling Shareholder time of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case each sale of the foregoing clauses Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (i) and (ii) as would notdefined in Section 5), individually the Time of Sale Prospectus, as then amended or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation supplemented by the Selling Shareholder of the transactions contemplated in this AgreementCompany, except such as may be required under the Securities Actif applicable, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, and on each Closing Date 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, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the representations and warranties set forth in this paragraph 2(f) are limited to statements or omissions made in reliance upon information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder; it being understood and agreed that the only such information furnished by the Selling Shareholder consists of the following information with respect in the Prospectus furnished in writing on behalf of the Selling Shareholder: the Selling Shareholder’s name and the information relating to the Selling Shareholder under the caption “principal shareholders and Selling Shareholder” ’s holdings of Shares set forth in the Registration Statement, the General Disclosure Package section entitled “Principal and the Final Prospectus (such information, the “Selling Shareholder InformationShareholders”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) . The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in unlawful stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered SecuritiesShares. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the such Selling Shareholder. (b) The Such Selling Shareholder has full righthas, power and authority on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Offered Securities Shares to be sold by the such Selling Shareholder hereunder; and, upon or a security entitlement in respect of such Shares. (c) Upon payment for the Offered Securities Shares to be sold by the such Selling Shareholder pursuant to this Agreement, delivery of such Offered SecuritiesShares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Offered Securities Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered SecuritiesShares), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities Shares and (C) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Offered Securities Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Offered Securities 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (cd) The execution and delivery by the Such Selling Shareholder ofhas no reason to believe that the representations and warranties of the Company contained in Section ‎1 are not true and correct, is familiar with the Registration Statement, the Time of Sale Prospectus and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent Prospectus and has no knowledge of any other party to (i) any agreement material fact, condition or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use not disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Final Prospectus isthat has had, or may have, a material adverse effect on the Company and on each Closing Date its subsidiaries, taken as a whole. Such 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 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(ii) the Registration Statement and the Prospectus comply and, correct and complete as amended or supplemented, if applicable, will comply in all material respectsrespects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (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, it being understood (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 agreed (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 only representations and warranties set forth in this paragraph are limited to statements or omissions made in reliance upon information relating to such information consists of the information with respect Selling Shareholder furnished to the Company in writing by such Selling Shareholder under the caption “Selling Shareholder” expressly for use in the Registration Statement, the General Disclosure Package and the Final Prospectus (such informationTime of Sale Prospectus, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute Prospectus or any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectusamendments or supplements thereto. (f) The (i) None of such Selling Shareholder has not taken or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Shareholder will not takenot, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling 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 such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof has taken or will take any action that is in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) such Selling 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 that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation indirectly, the proceeds of the price 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 security applicable anti-corruption laws. (v) The operations of such Selling Shareholder and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company to facilitate the sale or resale of the Offered SecuritiesSelling Shareholder, threatened. (g) The Such 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 United States person (as the term is defined in 7701(a)(30) plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amendedamended or (iii) for U.S. federal 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. (h) No stamp, documentary, issuance, registration, transfer, withholding, capital gains, income tax purposes. Any certificate signed or other taxes or duties are payable by or on behalf of the Selling Shareholder Underwriters, the Company or any of its subsidiaries in the United Kingdom or to any taxing authority thereof or therein in connection with (i) the execution, delivery or consummation of this Agreement, (ii) the sale and delivered delivery of the Shares to the Representatives Underwriters or to counsel for purchasers procured by the Underwriters, or (iii) the resale and delivery of the Shares by the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The manner contemplated herein. (i) Such Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Companypower to submit, Underwriters and, for purposes of the opinions to be delivered and pursuant to Section 9(d15(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 15(a)), and has the power to designate, appoint and empower, and pursuant to Section 9(e15(b), Section 9(f) has legally, validly and Section 9(g) hereofeffectively designated, counsel to the Company, the Company’s general counsel appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceSpecified Courts.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The execution and delivery by the Selling Shareholder has of, and the performance by the Selling Shareholder of its obligations under, this Agreement, will not contravene any provision of applicable law, or the certificate of incorporation or articles of association or equivalent organizational document 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 except for such contraventions as would not, individually or in the aggregate, reasonably, be expected to have a material adverse effect on the ability of the Selling Shareholder 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 its obligations under this Agreement, except such as have been obtained and made under the Securities Act and such as may be required under the Exchange Act or the rules and the regulations thereunder by the securities or Blue Sky laws of the various state or foreign jurisdictions in connection with the offer and sale of the Shares. (c) The Selling Shareholder has, and on the Closing Date will have, full right, power and authority to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Offered Securities Shares to be sold delivered by the Selling Shareholder on such Closing Date hereunder; and, upon and 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 such Shares, free and clear of all security interests, claims, liens, equities or other encumbrances. (d) Upon payment for the Offered Securities Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered SecuritiesShares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Offered Securities Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered SecuritiesShares), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities Shares and (C) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 register in accordance with its certificate articles of incorporation, bylaws 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (ce) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement Each document, if any, filed or instrument to which be filed pursuant to the Selling Shareholder is a party Exchange Act and incorporated by reference in the Time of Sale Prospectus or by which it is bound the Prospectus complied or under which it is entitled to any right or benefit including any pledge will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of Offered Securities or the Commission thereunder, (ii) any provision each part of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus iswhen such part became effective, did not contain, and on each Closing Date such part, 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(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, correct (iv) the Registration Statement and complete the Prospectus comply, and as amended or supplemented, if applicable, will comply in all material respectsrespects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (v) 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, (vi) 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 (vii) 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 or on behalf of the Selling Shareholder; it being understood and agreed that the only such information furnished by the Selling Shareholder consists of the following information with respect in the Prospectus: the Selling Shareholder’s name and the information relating to the principal shareholders and Selling Shareholder under Shareholder’s holdings of Shares set forth in the caption section entitled “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in unlawful stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered SecuritiesShares. (g) The Selling Shareholder 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 United States person (as the term is defined in 7701(a)(30) plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amendedamended or (iii) for U.S. federal income tax purposes. Any certificate signed by an entity deemed to hold “plan assets” of any such plan or on behalf account under Section 3(42) of the Selling Shareholder and delivered to the Representatives ERISA, 29 C.F.R. 2510.3-101, or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceotherwise.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The execution and delivery by the Selling Shareholder has full rightof, power and authority to enter into the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene any provision of applicable law or the partnership agreement 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, 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, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares or has been obtained prior to sellthe date of this Agreement. (c) The Selling Shareholder has, assignand on the Option Closing Date (as defined below) will have, transfer and deliver valid title to, or a valid "security entitlement" within the Offered Securities 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 all security interests, claims, liens, equities or other encumbrances, and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder; and, upon or a security entitlement in respect of such Shares. (e) Upon payment for the Offered Securities Additional Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered SecuritiesAdditional Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“"Cede”") or such other nominee as may be designated by The Depository Trust Company (“"DTC”"), registration of such Offered Securities Additional Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Additional Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “"UCC”")) to such Offered SecuritiesAdditional Shares), (A) DTC shall be a “"protected purchaser” " of such Offered Securities Additional 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 Offered Securities Additional Shares and (C) no action based on any “"adverse claim,” ", within the meaning of Section 8-102 of the UCC, to such Offered Securities Additional Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Offered Securities Additional Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s 's share registry in accordance with its certificate of incorporation, 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (cf) The execution and delivery by the Selling Shareholder of, and is not prompted by any information concerning the performance by Company or its subsidiaries which is not set forth in the Selling Shareholder of Prospectus to sell its obligations under, Additional Shares pursuant to this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to Agreement. (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the The Registration Statement, the General Disclosure Package when it became effective, did not contain and, as amended or the Final Prospectus issupplemented, and on each Closing Date if applicable, will be, true, correct and complete in all material respects, and on each Closing Date will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make such information the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood and agreed ; provided that the only such representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon information consists of the information with respect relating to the Selling Shareholder under furnished to the caption “Company in writing by the Selling Shareholder” Shareholder expressly for use in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”)or any amendments or supplements thereto. (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (fh) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that which is designed to or that which has constituted or that which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company or LLC Holdings to facilitate the sale or resale of the Offered Securitiesits Additional Shares. (gi) The Selling Shareholder is a United States person (Except as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty disclosed by the Selling Shareholder in writing to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, neither the Selling Shareholder and counsel to nor any of his, her or its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or has any other association with (within the Underwriters, will rely upon the accuracy and truthfulness meaning of Article 1(q) of the foregoing representations and hereby consents to such relianceBylaws of the National Association of Securities Dealers, Inc. (the "NASD")), any member firm of the NASD.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants toto each Underwriter on the date hereof, and agrees with, the Company shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, as set forth below in the case may be, that: (a) The Selling Shareholder is the lawful owner of the Shares to be sold by such Selling Shareholder pursuant to this Section 3Agreement and has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, good and valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (ab) The Selling Shareholder has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, full legal right, power and authority, and all authorization and approval required by law, to enter into this Agreement. (c) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder and is a valid and binding agreement of such Selling Shareholder, enforceable as to the Selling Shareholder in accordance with its terms, except to the extent enforceability may be limited by (i) the application of bankruptcy, reorganization, insolvency and other laws affecting creditors’ rights generally and (ii) equitable principles being applied at the discretion of a court before which a proceeding may be brought, except as rights to indemnity and contribution hereunder may be limited by federal or on behalf state securities laws. (d) None of the sale of the Shares by the Selling Shareholder, the execution, delivery or performance by the Selling Shareholder of this Agreement, the compliance by the Selling Shareholder with all the provisions hereof and thereof or the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body or administrative agency or other governmental body, agency or official (except such as may be required under the securities or Blue Sky laws of the various states), (ii) conflicts with or will conflict with or constitutes or will constitute a breach of or a default under any agreement, indenture, lease or other instrument to which the Selling Shareholder is a party or by which the Selling Shareholder or any property of such Selling Shareholder is bound or (iii) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to the Selling Shareholder or any property of the Selling Shareholder. (be) The information in the Prospectus under the caption “Selling Shareholder” that specifically relates to such Selling Shareholder does not, and will not on the Closing Date or the Additional Closing Date, if as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) Other than excepted activity pursuant to Regulation M under the Exchange Act, such Selling Shareholder has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the Act or otherwise, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (g) The Selling Shareholder has full right, power and authority to enter into this Agreementhas, and to sell, assign, transfer upon delivery of and deliver the Offered Securities to be sold by the Selling Shareholder hereunder; and, upon payment for the Offered Securities Shares to be sold by the Selling Shareholder pursuant to this AgreementAgreement will have, good and valid title to or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the Selling Shareholder hereunder on such Closing Date, free and clear of all liens, encumbrances, equities or claims. Upon payment for the Shares to be sold by the Selling Shareholder, delivery of such Offered SecuritiesShares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) UCC to such Offered SecuritiesShares), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities may be asserted against the Underwriters with respect to such security entitlement; for . For purposes of this representation, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (xA) such Offered Securities 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 articles of incorporation, bylaws and applicable law, (yB) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (zC) appropriate entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (ch) The execution and delivery Selling Shareholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Selling Shareholder of, and Company under the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene Registration Statement or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, included in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation offering contemplated by the Selling Shareholder of the transactions contemplated in this Agreement, except for such rights as may be required under are being exercised in the Securities Act, applicable state securities offering contemplated by this Agreement or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals rights as have been or will be made or obtained on or prior to the First Closing Dateduly waived. (di) All The Selling Shareholder is not prompted to sell shares of Common Stock by any information furnished to concerning the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use that is not set forth in the Registration Statement. (j) The Registration Statement did not as of the date and time it, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission, the General Disclosure Package or Prospectus will not as of its date and on the Final Prospectus isapplicable Closing Date, the Time of Sale Information did not as of 4:30 pm (New York City time) on the date of this Agreement (the “Applicable Time”), and on each Closing Date will beIssuer Free Writing Prospectus (including, truewithout limitation, correct and complete in all material respectsany road show written communication that is a free writing prospectus under Rule 433), and on each Closing Date will notwhen considered together with the Time of Sale Information, did not as of the Applicable Time, contain any an 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, in the light of the circumstances under which they were made, not misleading, it being understood and agreed ; provided that the foregoing representation and warranty shall apply only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” extent that any statements in or omissions from the Registration Statement, the General Disclosure Package and the Final Prospectus (such informationProspectus, the “Time of Sale Information or any Issuer Free Writing Prospectus, as applicable, are statements or omissions concerning the Selling Shareholder Information”(it being understood that any statements or omissions concerning the Selling Shareholder for the purposes of this Section 6.2(j) refers only to information concerning the Selling Shareholder in his capacity as Selling Shareholder, and not to information concerning the Selling Shareholder in his capacity as an officer or director of the Company). (ek) Prior On the Closing Date (and the Additional Closing Date, if any), all stock transfer and other taxes that are required to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material be paid in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed shares to or that has constituted 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 Offered Securities. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty sold by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to will have been fully paid by the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, all laws imposing such taxes will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancehave been complied with.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants toto each Underwriter on the date hereof (except as otherwise set forth herein), and agrees with, the Company shall be deemed to represent and warrant to each Underwriter as set forth below on the Closing Date and the Additional Closing Date, that: a. All consents, approvals, authorizations and orders necessary for the execution and delivery by the Selling Shareholder of this Agreement and the Power of Attorney (the "Power of Attorney") referred to in the last paragraph of this Section 3. (a) This Agreement has been duly authorized7, executed and delivered by or on behalf for the sale and delivery of the Firm Shares to be sold by the Selling Shareholder. (b) The Shareholder hereunder, have been obtained; and the Selling Shareholder has full right, power and authority to enter into this AgreementAgreement and the Power of Attorney, and to sell, assign, transfer and deliver the Offered Securities Firm Shares to be sold by the Selling Shareholder hereunder; and. b. This Agreement and the Power of Attorney have been duly authorized, upon payment for the Offered Securities to be sold executed and delivered by the Selling Shareholder pursuant to and this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee Agreement and the crediting Power of such Offered Securities on Attorney constitute the books valid and binding agreements of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities will have been registered in enforceable against the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry Selling Shareholder in accordance with its certificate their respective terms, except to the extent that the enforceability of incorporation, bylaws the indemnification and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning contribution provisions of Section 8-102 9 hereof may be limited by securities laws or by public policy considerations as expressed in such laws as construed by courts of competent jurisdiction, and except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting enforcement of creditors' rights generally or the availability of equitable remedies, regardless of whether such enforcement is considered in a proceeding in equity or at law; the performance of this Agreement and the Power of Attorney and the consummation of the UCC transactions contemplated herein and (z) appropriate entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement therein will not contravene or conflict with, result in a breach or violation of any of the terms or provisions of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent any statute, indenture, mortgage, deed of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgmenttrust, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted 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 Offered Securities. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.voting trust

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants toto and agrees with the several Underwriters and the Company, and agrees with, shall be deemed to represent and warrant to the several Underwriters and the Company and each Underwriter as set forth below in this Section 3.on the First Closing Date, that: (a) This The Selling Shareholder has duly executed a durable power of attorney and custody agreement ("Durable Power of Attorney" and Custody Agreement", respectively) naming Gerald L. Connelly and Kevin J. Brown, or either of them, as th▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇der's ▇▇▇▇▇▇▇▇(▇)-▇n-fact ("Attorneys-in-Fact") for the purpose of entering into and carrying out this Agreement has been duly authorized, executed and delivered by or on behalf naming the Company as custodian ("Custodian") of the Shares of the Selling ShareholderShareholder for the purpose of selling such Shares to the Underwriters on the First Closing Date and receiving payment therefor. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by the Selling Shareholder of this Agreement, the Durable Power of Attorney and the Custody Agreement, and for the sale and delivery of the Shares to be sold by the Selling Shareholder hereunder, as set forth on Schedule I annexed hereto, have been obtained. The Selling Shareholder has, and at the time of delivery thereof hereunder the Selling Shareholder will have, good and valid title to the Shares proposed to be sold by the Selling Shareholder hereunder, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights, other than any created by the Durable Power of Attorney, the Custody Agreement or this Agreement for the benefit of the Underwriters. The Selling Shareholder has full right, power and authority to enter into this Agreement, the Durable Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Offered Securities to be sold such Shares hereunder, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights, other than any created by the Selling Shareholder hereunder; andDurable Power of Attorney, upon the Custody Agreement or this Agreement for the benefit of the Underwriters. Upon delivery of and payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCCShares hereunder, the Underwriters will acquire a good and valid title thereto, free and clear of all voting trust arrangements, liens, encumbrances, security entitlement in respect of such Offered Securities interests, equities, claims and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities will have been registered in the name of Cede community 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCCmarital property rights. (c) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering Preliminary Prospectus, the Prospectus or any other material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) Shares. The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to which could cause or result in in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered SecuritiesCommon Shares. (d) The execution, delivery and performance by the Selling Shareholder of this Agreement, the Durable Power of Attorney and the Custody Agreement will not, if applicable, result in the violation of any provisions of the Articles of Incorporation, By-laws or other governing documents of the Selling Shareholder, or constitute a breach, or be in contravention, of any provision of any agreement, franchise, license, indenture, mortgage, deed of trust or other instrument to which the Selling Shareholder is a party or by which the Selling Shareholder or the Selling Shareholder's property may be bound or affected, or any statute, rule or regulation applicable to the Selling Shareholder, or violate any order or decree of any court, regulatory body, administrative agency or other governmental body having jurisdiction over the Selling Shareholder or any of the Selling Shareholder's property. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of, and performance under, this Agreement by the Selling Shareholder or the consummation by the Selling Shareholder of the transactions contemplated by this Agreement, except for compliance with the Act, the Exchange Act, the Blue Sky Laws applicable to the public offering of the Shares by the Underwriters and the clearance of such offering with the NASD. The Selling Shareholder hereby represents and warrants that each Attorney-in-Fact has been duly appointed as attorney-in-fact by the Selling Shareholder for the purpose of entering into and carrying out this Agreement, and the Durable Power of Attorney and the Custody Agreement have been duly executed and delivered by or on behalf of the Selling Shareholder to the Representatives. (e) This Agreement, the Durable Power of Attorney and the Custody Agreement are each valid and binding agreements of the Selling Shareholder enforceable in accordance with their respective terms. (f) The Selling Shareholder has deposited in custody, under the Durable Power of Attorney and the Custody Agreement, certificates in negotiable form for the 450,000 Shares to be sold hereunder by the Selling Shareholder for the purpose of further delivery pursuant to this Agreement. The Selling Shareholder agrees that the Shares of the Selling Shareholder on deposit with the Custodian are subject to the interests of the Company and the Underwriters, that the arrangements made for such custody, and the appointment of the Attorneys-in-Fact pursuant to the Durable Power of Attorney and the Custody Agreement, are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder and under the Durable Power of Attorney and the Custody Agreement shall not be terminated, except as provided in this Agreement, the Durable Power of Attorney and the Custody Agreement, by any act of the Selling Shareholder, by operation of law, whether by the dissolution, winding up or other event affecting the legal life of the Selling Shareholder, or by the occurrence of any other event. If the Selling Shareholder should be wound up or dissolved, or if any other event should occur before the delivery of the Shares hereunder, the certificates for Shares then on deposit with the Custodian shall, to the extent the Shares are purchased by the Underwriters, be delivered by the Custodian in accordance with the terms and conditions of this Agreement, the Durable Power of Attorney and the Custody Agreement as if such winding up, dissolution or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. The Selling Shareholder represents that each Attorney-in-Fact has been authorized by the Selling Shareholder to execute and deliver this Agreement and the Custodian has been authorized to receive and acknowledge receipt of the proceeds of sale of the Shares sold by the Selling Shareholder against delivery thereof and otherwise to act on behalf of the Selling Shareholder. (g) The Insofar as it relates to the Selling Shareholder, each Preliminary Prospectus, as of its date, has conformed in all material respects with the requirements of the Act and, as of its date, has not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading; and on the effective date of the Registration Statement and at all times subsequent thereto up to the First Closing Date, (i) the Registration Statement and the Prospectus, as they relate to the Selling Shareholder, did or will conform to the requirements of the Act, and (ii) neither the Registration Statement nor the Prospectus as it relates to the Selling Shareholder is did or will include any untrue statement of a United States person material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (h) The information contained in the Selling Shareholder's Selling Shareholder's Questionnaire completed in connection with the Company's public offering of Shares and delivered to the Representatives was, as the term is defined in 7701(a)(30) of the Internal Revenue Code date of 1986such questionnaire, and is, as amended) for U.S. federal income tax purposesof the date of this Agreement, true and correct. Any A certificate signed by or on behalf of the Selling Shareholder as such and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to thereby. A certificate delivered by or on behalf of the Selling Shareholder. The Shareholder to counsel for the Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of enabling such counsel to render the opinions opinion referred in Section 10(e) will also be furnished to the Representatives and counsel for the Underwriters and shall be deemed to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) additional representations and Section 9(g) hereof, counsel warranties to the Company, the Company’s general counsel or any assistant general counsel, Underwriters by the Selling Shareholder and counsel as to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancematters covered thereby.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with each of the Company and each Underwriter as set forth below in this Section 3.Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The execution and delivery by the Selling Shareholder has full rightof, power and authority the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene any provision of applicable 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, except in the case of such conflicts, breaches and violations that would not reasonably be expected to enter into affect the validity of the Shares or have a material adverse effect on the ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement, and to sellno consent, assignapproval, transfer authorization or order of, or qualification with, any governmental body, agency or court is required for the performance by the Selling Shareholder of its obligations under this Agreement of the Selling Shareholder, except such as (A) may be required by the securities or Blue Sky laws of the various states in connection with the offer and deliver sale of the Offered Securities Shares or (B) have already been obtained. (c) The Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder hereunder; andfree and clear of all security interests, upon claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Offered Securities Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered SecuritiesShares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Offered Securities Shares in the name of Cede or such other nominee and the crediting of such Offered Securities Shares on the books of DTC to the securities account accounts of the Underwriters (assuming that neither DTC nor the Underwriters any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered SecuritiesShares), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities Shares and (C) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry entries to the account accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (ce) The execution and delivery by the Selling Shareholder ofhas delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”).1 (f) The Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section ‎1 are not true and correct, is familiar with the Registration Statement, the Time of Sale Prospectus and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent Prospectus and has no knowledge of any other party to (i) any agreement material fact, condition or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use not disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Final Prospectus isthat has had, or may have, a material adverse effect on the Company and on each Closing Date its subsidiaries, taken as a whole. The Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries that is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement. 1 NTD: To be confirmed what other existing shareholders are to be locked up and whether shares of Cartrack need also to be locked up. (i) The Registration Statement, 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(ii) the Registration Statement and the Prospectus comply and, correct and complete as amended or supplemented, if applicable, will comply in all material respectsrespects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (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, it being understood (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 agreed (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 only such information consists of the information with respect representations and warranties set forth in this paragraph do not apply to the Selling Shareholder under the caption “Selling Shareholder” statements or omissions in the Registration Statement, the General Disclosure Package and Time of Sale Prospectus or the Final Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein. (such information, i) None of the “Selling Shareholder Information”or, to the knowledge of the Selling Shareholder, any 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). (eii) Prior to The Selling Shareholder will not, directly or indirectly, use the completion proceeds of the Underwriters’ distribution 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 Offered Securitiestime of such funding or facilitation, is the Selling Shareholder has not distributed and subject of Sanctions; or (B) in any other manner that will not distribute result in a violation of Sanctions by any offering material Person (including any Person participating in connection with the offering and sale of the Offered Securities other than the Registration Statementoffering, the General Disclosure Package and the Final Prospectuswhether as underwriter, advisor, investor or otherwise). (fiii) The Selling Shareholder has not taken knowingly engaged in, is not now knowingly engaged in, and will not takeengage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (a) Neither the Selling Shareholder nor, to the knowledge of the Selling Shareholder, any 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 action that is designed Government Official in order to influence official action, or that to any person in violation of any applicable anti-corruption laws; and (b) the Selling Shareholder has constituted conducted their business in compliance with applicable anti-corruption laws and will not use, directly or that might reasonably be expected to cause or result in stabilization or manipulation indirectly, the proceeds of the price 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 security of anti-corruption laws applicable to the Company to facilitate the sale or resale of the Offered SecuritiesSelling Shareholder. (gi) 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 United States person (as the term is defined in 7701(a)(30) plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amendedamended or (iii) for U.S. federal 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, capital gains, income tax purposes. Any certificate signed or other similar taxes or duties are payable by or on behalf of the Selling Shareholder and delivered to Underwriters in the Representatives Republic of Singapore or the Republic of South Africa or to counsel for the Underwriters any taxing authority thereof or therein in connection with (i) the offering sale and delivery of the Offered Securities shall be deemed a representation and warranty Shares by the Selling Shareholder to the Underwriters as or purchasers procured by the Underwriters, or (ii) the resale and delivery of such Shares by the Underwriters in the manner contemplated herein, provided that all electronic records and any information relating to transfers of the matters covered thereby with respect Shares are not electronically received by persons in Singapore, stored on any server or device in Singapore or made accessible to the Selling Shareholder. any person in Singapore. (a) The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Companypower to submit, Underwriters and, for purposes of the opinions to be delivered and pursuant to Section 9(d20(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 20(a)), and has the power to designate, appoint and empower, and pursuant to Section 9(e20(c), Section 9(f) has legally, validly and Section 9(g) hereofeffectively designated, counsel to the Company, the Company’s general counsel appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceSpecified Courts.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, and agrees with, the Company and to each Underwriter as set forth below in this Section 3.that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf The Selling Shareholder (together with his spouse) is the lawful owner of the Selling ShareholderShares to be sold by him pursuant to this Agreement and has, and on the Closing Date (and Option Closing Date, if applicable) will have, good and clear title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever, other than pursuant to the Shareholders' Agreement dated October 1, 1994 (the "Shareholders' Agreement") and this Agreement. (b) Upon delivery of and payment for such Shares pursuant to this Agreement, good and marketable title to such Shares will pass to the Underwriters, free and clear of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever other than pursuant to the Shareholders' Agreement, which, with respect to the Firm Shares, will be terminated concurrently therewith. (c) The Selling Shareholder has has, and on the Closing Date will have, full right, power legal right and authority to enter into this Agreement and the Custody Agreement between the Selling Shareholder and American Securities Transfer & Trust, Inc., as Custodian (the "Custody Agreement"), and to sell, assign, transfer and deliver such Shares in the Offered Securities to be sold manner provided herein and therein, and this Agreement and the Custody Agreement have been duly authorized, executed and delivered by the Selling Shareholder hereunder; and, upon payment for and each of this Agreement and the Offered Securities to be sold by Custody Agreement is a valid and binding agreement of the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry enforceable in accordance with its certificate of incorporationterms, bylaws except as rights to indemnity and contribution hereunder may be limited by applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder oflaw or public policy grounds, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to except as enforcement (i) any agreement may be limited by bankruptcy, insolvency, reorganization or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) other similar laws affecting creditors' rights generally and (ii) as would not, individually is subject to general principles of equity and public policy (regardless of whether such enforceability is considered in a proceeding in equity or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Dateat law). (d) All information furnished to the Company or the Underwriters Other than as contemplated by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securitiesthis Agreement, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statementtaken, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to to, or that has constituted or that which might reasonably be expected to to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered SecuritiesShares pursuant to the distribution contemplated by this Agreement, and other than as permitted (e) The execution, delivery and performance of this Agreement by the Selling Shareholder, compliance by the Selling Shareholder with all the provisions hereof and the consummation of the transactions contemplated hereby will not require any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except as such may be required under (i) the Act, (ii) the Exchange Act of 1934, or (iii) the securities or Blue Sky laws of the various states) and will not conflict with or constitute a breach of any of the terms or provisions of, or a default under, or any agreement, indenture or other instrument to which the Selling Shareholder is a party or by which the Selling Shareholder or property of the Selling Shareholder is bound, or violate or conflict with any laws, administrative regulation or ruling or court decree applicable to the Selling Shareholder or property of the Selling Shareholder. (f) Such parts of the Registration Statement under the caption "Principal and Selling Shareholders" which specifically relate to the Selling Shareholder do not, and will not on the Closing Date (and any Option Closing Date, if applicable), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of circumstances under which they were made, not misleading. (g) The Selling Shareholder is a United States person (as At any time during the term is defined period described in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(gparagraph 5(e) hereof, counsel if there is any change in the information referred to in paragraph 7(f) above, except as contemplated in the Company, the Company’s general counsel or any assistant general counselProspectus, the Selling Shareholder will immediately notify you of such change. (h) To the best knowledge of the Selling Shareholder, the representations and counsel warranties of the Company contained in Section 6 hereof are true and correct; the Selling Shareholder has reviewed and is familiar with the Registration Statement as filed with the Commission and any preliminary prospectuses contained therein and has no knowledge of any material fact, condition or information not disclosed in such preliminary prospectus which has adversely affected or could adversely affect the condition, financial or otherwise, or the earnings, business affairs, or business prospects of the Company and its subsidiaries considered as one enterprise; to the Underwriters, will rely upon the accuracy and truthfulness best knowledge of the foregoing representations and hereby consents Selling Shareholder, such preliminary prospectuses do not contain any untrue statement of a material fact or omit to such reliancestate any material fact necessary to make the statements therein not misleading.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, and agrees with, the Underwriters and the Company and each Underwriter as set forth below in this Section 3.that: (a) This 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 the Closing Date will have, good and clear title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever. (b) Upon delivery of and payment for such Shares pursuant to this Agreement, good and clear title to such Shares will pass to the Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever. (c) The Selling Shareholder has, and on the Closing Date will have, full legal right, power and authority to enter into this Agreement and the Custody Agreement between the Selling Shareholder and [______________], as Custodian (the "Custody Agreement") and to sell, assign, transfer and deliver such Shares in the manner provided herein and therein, and this Agreement and the Custody Agreement have been duly authorized, executed and delivered by the Selling Shareholder and each of this Agreement and the Custody Agreement is a valid and binding agreement of the Selling Shareholder enforceable in accordance with its terms, except to the extent which rights to indemnity and contribution provided hereunder may be limited by applicable law. (d) The power of attorney signed by the Selling Shareholder appointing [___________] and [____________], or either one of them, as the Selling Shareholder's attorney-in-fact, to the extent set forth therein with regard to the transactions contemplated hereby and by the Registration Statement, the Prospectus and the Custody Agreement, has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The Shareholder and is a valid and binding instrument of the Selling Shareholder enforceable in accordance with its terms, and, pursuant to such power of attorney, the Selling Shareholder has full rightauthorized [___________] and [____________], power or either one of them, to execute and authority to enter into deliver, except for this Agreement, any document necessary or desirable in connection with the transactions contemplated hereby and to sell, assign, transfer and deliver the Offered Securities to be sold by the Selling Shareholder hereunder; and, upon payment for the Offered Securities Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securities, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken taken, and will not take, directly or indirectly, any action that is designed to to, or that has constituted or that which might reasonably be expected to to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered SecuritiesShares pursuant to the distribution contemplated by this Agreement, and other than as permitted by the Act, the Selling Shareholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares. (f) The execution, delivery and performance of this Agreement by the Selling Shareholder, compliance by the Selling Shareholder with all the provisions hereof and the consummation of the transactions contemplated hereby will not require any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except as such may be required under the Act, state securities laws or Blue Sky laws) and will not conflict with or constitute a breach of any of the terms or provisions of, or a default under, the charter or by-laws of the Selling Shareholder or any agreement, indenture or other instrument to which the Selling Shareholder is a party or by which the Selling Shareholder or property of the Selling Shareholder is bound, or violate or conflict with any laws, administrative regulation or ruling or court decree applicable to the Selling Shareholder or property of the Selling Shareholder. (g) The Registration Statement does not, and will not on the Closing Date (or the Additional Closing Date, if any), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (h) Neither the Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf nor any of the Selling Shareholder and delivered to Shareholder's affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or had any other association with (within the Representatives or to counsel for the Underwriters in connection with the offering meaning of Article I of the Offered Bylaws of the National Association of Securities shall be deemed a representation and warranty by Dealers, Inc. (the "NASD")), any member firm of the NASD. (i) At any time during the period described in Section 5(a)(ii) hereof, if there is any change in the information referred to in Section 2(g) above, the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. will immediately notify you of such change. (j) The Selling Shareholder has been duly organized and is validly existing as a reasonable basis for making each federally-chartered stock savings bank under the laws of the United States. (k) To the best of the Selling Shareholder's knowledge, all of the Company's representations and warranties set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) 1 above are true and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancecorrect.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants toto each Underwriter and the Company on the date hereof, and agrees with, shall be deemed to represent and warrant to each Underwriter and the Company on the Closing Date and each Underwriter as set forth below in this Section 3.the Additional Closing Date, that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The Such Selling Shareholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Offered Securities Shares to be sold by the such Selling Shareholder hereunder; and, and upon payment for the Offered Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered SecuritiesShares hereunder and payment of the purchase price as herein contemplated, as directed each of the Underwriters purchasing such Shares in good faith and without notice of any lien, claim or encumbrance will obtain valid title to the Shares purchased by it from such Selling Shareholder, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest, including any liability for estate or inheritance taxes, or any liability to or claims of any creditor, devisee, legatee or beneficiary of such Selling Shareholder. (b) Such Selling Shareholder has duly authorized (if applicable), executed and delivered, in the form heretofore furnished to the Representatives, to Cede & Co. a Power of Attorney (“Cede”the "Power of Attorney") or such other nominee appointing ___________________________ and _________________ as may be designated by The Depository attorneys-in-fact (collectively, the "Attorneys" and individually, an "Attorney") and a Letter of Transmittal and Custody Agreement (the "Custody Agreement") with Firstar Trust Company Company, as custodian (“DTC”the "Custodian"), registration ; each of the Power of Attorney and the Custody Agreement constitutes a valid and binding agreement of such Offered Securities in the name of Cede or Selling Shareholder, enforceable against such other nominee and the crediting of such Offered Securities on the books of DTC to the securities account of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securities), (A) DTC shall be a “protected purchaser” of such Offered Securities 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 Offered Securities and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Offered Securities 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 Offered Securities 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 incorporationterms, bylaws and applicable lawexcept as the enforcement thereof may be limited by bankruptcy, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entry to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The execution and delivery by the Selling Shareholder ofinsolvency, and the performance by the Selling Shareholder of its obligations underreorganization, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case of the foregoing clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization moratorium or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky similar laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package or the Final Prospectus is, and on each Closing Date will be, true, correct and complete in all material respects, 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, it being understood and agreed that the only such information consists of the information with respect to the Selling Shareholder under the caption “Selling Shareholder” in the Registration Statement, the General Disclosure Package and the Final Prospectus (such information, the “Selling Shareholder Information”). (e) Prior to the completion of the Underwriters’ distribution of the Offered Securities, the Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the General Disclosure Package and the Final Prospectus. (f) The Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed relating to or that has constituted 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 Offered Securities. (g) The Selling Shareholder is a United States person (as the term is defined in 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. Any certificate signed by or on behalf of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.affecting

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to, to and agrees with, with the Company and each Underwriter as set forth below in this Section 3.that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The execution and delivery by the Selling Shareholder has full rightof, power and authority to enter into the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene any provision of applicable law, or the articles of formations or limited liability company agreement 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, 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, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and to sellsale of the Shares. (c) The Selling Shareholder has, assignand on the Closing Date will have, transfer and deliver valid title to, or a valid “security entitlement” within the Offered Securities meaning of Section 8‑501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder hereunder; andfree and clear of all security interests, upon claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of the Shares. (d) Upon payment for the Offered Securities Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Offered Securitiesthe Shares, as directed by the RepresentativesUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The the Depository Trust Company (“DTC”), registration of such Offered Securities the Shares in the name of Cede or such other nominee and the crediting of such Offered Securities the Shares on the books of DTC to the securities account of the Underwriters Underwriter (assuming that neither DTC nor the Underwriters Underwriter has notice of any adverse claim (within the meaning of Section 8-105 8‑105 of the New York Uniform Commercial Code (the “UCC”)) to such Offered Securitiesthe Shares), (A) DTC shall be a “protected purchaser” of such Offered Securities the Shares within the meaning of Section 8-303 8‑303 of the UCC, (B) under Section 8-501 8‑501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Offered Securities the Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 8‑102 of the UCC, to such Offered Securities the Shares may be asserted against the Underwriters Underwriter 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 Offered Securities the Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 8‑102 of the UCC and (z) appropriate entry entries to the account of the Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (ce) The execution and delivery by the Selling Shareholder of, has no reason to believe that the representations and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to (i) any agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit including any pledge of Offered Securities or (ii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except, in the case warranties of the foregoing clauses (i) Company contained in Section 1 are not true and (ii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agencycorrect, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such other approvals as have been or will be made or obtained on or prior to the First Closing Date. (d) All information furnished to the Company or the Underwriters by or on behalf of the Selling Shareholder in writing expressly for use in familiar with the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Time of Sale Prospectus or the Final Prospectus isthat has had, or may have, a material adverse effect on the Company and on each Closing Date its subsidiaries, taken as a whole. 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. (f) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will be, true, correct and complete comply when so filed in all material respectsrespects 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 comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (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 the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood (v) each broadly avai lable 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 agreed (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, except that the only such 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 consists of relating to the information with respect Underwriter furnished to the Company in writing by the Underwriter through you expressly for use therein. (i) Neither the Selling Shareholder under nor any of its subsidiaries, or, to the caption “knowledge of the Selling Shareholder” , 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 Registration Statementsubject of Sanctions (including, the General Disclosure Package without limitation, Crimea, Cuba, Iran, North Korea, Sudan and the Final Prospectus (such information, the “Selling Shareholder Information”Syria). (eii) Prior to the completion Selling Shareholder will not, directly or indirectly, use the proceeds of the Underwriters’ distribution 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 Offered Securitiestime 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 distributed knowingly engaged in, is not now knowingly engaged in, and will not distribute engage in, any offering material dealings or transactions with any Person, or in connection with any country or territory, that at the offering and sale time of the Offered Securities other than dealing or transaction is or was the Registration Statement, the General Disclosure Package and the Final Prospectussubject of Sanctions. (fa) The Neither the Selling Shareholder nor its subsidiaries, or, to the knowledge of the Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof has not taken and or will not taketake 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 action that is 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 that has constituted or that might reasonably be expected to cause or result in stabilization or manipulation indirectly, the proceeds of the price 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 security of the Company to facilitate the sale or resale of the Offered Securitiesapplicable anti-corruption laws. (gv) 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 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 United States person (as the term is defined in 7701(a)(30) plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amendedamended or (iii) for U.S. federal income tax purposes. Any certificate signed by an entity deemed to hold “plan assets” of any such plan or on behalf account under Section 3(42) of the Selling Shareholder and delivered to the Representatives ERISA, 29 C.F.R. 2510.3-101, or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby with respect to the Selling Shareholder. The Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 3. The Selling Shareholder acknowledges that the Company, Underwriters and, for purposes of the opinions to be delivered pursuant to Section 9(d), Section 9(e), Section 9(f) and Section 9(g) hereof, counsel to the Company, the Company’s general counsel or any assistant general counsel, the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceotherwise.