(mm) The Shares have been approved for listing subject to notice of issuance on The New York
(nn) There are no related-party transactions involving the Company or any of the Subsidiaries or any other person required
to be described in the Registration Statement and the Prospectus which have not been described in such documents and the General Disclosure Package as required.
(oo) Except in each case as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no Subsidiary
of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiarys capital stock, from repaying to the Company any loans or advances to such
Subsidiary from the Company or from transferring any of such Subsidiarys property or assets to the Company or any other Subsidiary of the Company.
(pp) No labor disturbance by or dispute with employees of the Company or any of the Subsidiaries exists or, to the knowledge of the Company, is
(qq) Neither the Company nor any of the Subsidiaries is a party to any contract, agreement or understanding with any person
(other than this Agreement) that would give rise to a valid claim against the Company or any of the Subsidiaries or any Underwriter for a brokerage commission, finders fee or like payment in connection with the offering and sale of the Shares.
(rr) The interactive data in eXtensible Business Reporting Language included as an exhibit to any document incorporated by reference into
the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance in all material respects with the Commissions rules and guidelines applicable thereto.
2. PURCHASE, SALE AND DELIVERY OF THE
(a) On the basis of the representations, warranties and covenants herein contained, and subject
to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $6.96 per share, the number of Firm Shares set forth opposite the name of each
Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof.
(b) Payment for the Firm
Shares to be sold hereunder is to be made in federal (same day) funds against delivery of book-entry interests therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the
facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the third