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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM 8-K
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 24, 2024
____________________________
Allegro MicroSystems, Inc.
(Exact name of Registrant as Specified in Its
Charter)
____________________________
Delaware |
001-39675 |
46-2405937 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
955 Perimeter Road |
|
|
Manchester, New Hampshire |
|
03103 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number,
Including Area Code: (603) 626-2300
(Former Name or Former Address, if Changed
Since Last Report)
____________________________
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading
Symbol(s)
|
|
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
|
ALGM |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On July 24, 2024, Allegro MicroSystems, Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc.
and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the
“Underwriters”) listed in Schedule I of the Underwriting Agreement, pursuant to which the Company agreed to sell
25,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share, to the
Underwriters at a price of $23.16 per share (“Common Stock”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a
30-day option to purchase up to an additional 3,750,000 shares of Common Stock (together with the Firm Shares, the
“Shares”) at the same purchase price, which option was exercised in full prior to the closing of the offering. The
offering for the entire amount of the Shares closed on July 26, 2024.
The offering was made pursuant to an effective Shelf Registration Statement
on Form S-3 (File No. 333-280960) (the “Registration Statement”) and a related prospectus supplement filed with the Securities
and Exchange Commission.
The Underwriting Agreement contains customary representations, warranties
and covenants and includes the terms and conditions for the sale of the Shares by the Company to the Underwriters, indemnification and
contribution obligations and other terms and conditions customary in agreements of this type.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated herein and in the Registration Statement by reference. The above description is qualified
in its entirety by reference to such exhibit.
Davis Polk & Wardwell LLP, counsel to the Company, has issued an
opinion to the Company, dated July 26, 2024, regarding the validity of the Shares. A copy of the opinion is filed as Exhibit 5.1 to this
Current Report on Form 8-K and is incorporated in the Registration Statement by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
ALLEGRO MICROSYSTEMS, INC. |
|
|
|
Date: July 26, 2024 |
By: |
/s/ Derek P. D’Antilio |
|
|
Derek P. D’Antilio |
|
|
Executive Vice President, Chief Financial Officer and Treasurer |
EXHIBIT 1.1
25,000,000
Shares of Common Stock
ALLEGRO MICROSYSTEMS, INC.
UNDERWRITING AGREEMENT
July 24, 2024
Barclays Capital Inc.
Morgan Stanley & Co. LLC,
As Representatives of the several
Underwriters named in Schedule I attached hereto,
c/o Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
Allegro MicroSystems, Inc.,
a Delaware corporation (the “Company”), proposes to sell 25,000,000 shares (the “Firm Stock”)
of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company
proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this
“Agreement”) an option to purchase up to 3,750,000 additional shares of the Common Stock on the terms set forth
in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively
called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the
Company by the Underwriters.
The Company intends to use the
net proceeds received from the offering of the Stock, cash on hand or additional borrowings under the Company’s 2023 Term Loan Facility
or 2023 Revolving Credit Facility (each as defined in the Prospectus (as defined herein)) to repurchase from Sanken Electric Co., Ltd.
(“Sanken”), 38,767,315 shares of the Company’s Common Stock (the “Repurchase Shares”)
pursuant to the share repurchase agreement, dated as of July 23, 2024, between the Company and Sanken (the “Share Repurchase
Agreement”). The Company’s repurchase of a number of Repurchase Shares equal to the number of shares of Firm Stock
will be consummated on or about one business day following the Underwriters’ purchase of the Firm Stock hereunder. The repurchase
by the Company of the Repurchase Shares is conditioned upon the closing of the offering of the Firm Stock pursuant to the terms of this
Agreement and certain other conditions, but the offering of the Stock pursuant to this Agreement is not conditioned on consummation of
the repurchase by the Company of the Repurchase Shares.
1. Representations,
Warranties and Agreements of the Company. The Company represents, warrants and agrees that:
(a) A
registration statement on Form S-3 (File No. 333-280960) relating to the Stock has (i) been prepared by the Company in conformity
with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations
of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission
under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment
thereto have been delivered by the Company (or made available through the Commission’s Electronic Data Gathering Analysis Retrieval
System (“EDGAR”)) to you upon request as the representatives (the “Representatives”)
of the Underwriters. As used in this Agreement:
(i) “Applicable
Time” means 5:30 P.M. (New York City time) on July 24, 2024;
(ii) “Effective
Date” means the date and time at which such registration statement, or the most recent post-effective amendment thereto,
if any, became effective in accordance with the rules and regulations under the Securities Act;
(iii) “Issuer
Free Writing Prospectus” means each “issuer free writing prospectus” (as defined in Rule 433 under the Securities
Act);
(iv) “Preliminary
Prospectus” means any preliminary prospectus relating to the Stock included in such registration statement or filed with
the Commission pursuant to Rule 424(b) under the Securities Act;
(v) “Pricing
Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with the information
included in Schedule III hereto, if any, and each Issuer Free Writing Prospectus filed or used by the Company at or before the Applicable
Time, other than a road show, that is an Issuer Free Writing Prospectus but is not required to be filed under Rule 433 under the Securities
Act;
(vi) “Prospectus”
means the final prospectus relating to the Stock, including any prospectus supplement thereto related to the Stock, as filed with the
Commission pursuant to Rule 424(b) under the Securities Act;
(vii) “Registration
Statement” means, collectively, the various parts of such registration statement, each as amended as of the Effective Date
for such part, including any Preliminary Prospectus or the Prospectus, all exhibits to such registration statement and including the information
deemed by virtue of Rule 430B under the Securities Act to be part of such registration statement as of the Effective Date;
(viii) “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken
in reliance on Rule 163B under the Securities Act; and
(ix) “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication
within the meaning of Rule 405 under the Securities Act.
Any reference to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant
to Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. Any reference
to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the
Registration Statement or filed pursuant to Rule 424(b) under the Securities Act prior to or on the date hereof. Any reference to any
amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Preliminary Prospectus
or the Prospectus, as the case may be, and before the date of such amendment or supplement and incorporated by reference in such Preliminary
Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to
include any document filed with the Commission pursuant to Section 13(a), 14 or 15(d) of the Exchange Act after the Effective Date and
before the date of such amendment that is incorporated by reference in the Registration Statement. The Commission has not issued any order
preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement,
and no proceeding or examination for such purpose or pursuant to Section 8A of the Securities Act has been instituted or, to the Company’s
knowledge, threatened by the Commission. The Commission has not notified the Company of any objection to the use of the form of the Registration
Statement or any post-effective amendment thereto.
(b) The
Company (i) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications, with the consent of
the Representatives, with entities that are reasonably believed to be qualified institutional buyers within the meaning of Rule 144A under
the Securities Act, or with institutions that are 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 Company reconfirms that the
Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed
or approved for distribution any Written Testing-the-Waters Communications other than those listed on Schedule V hereto.
(c) The
Company was not at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Company or another
offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Stock, is not
on the date hereof and will not be on the applicable Delivery Date (as defined herein), an “ineligible issuer” (as defined
in Rule 405 under the Securities Act).
(d) Since
the time of initial filing of the Registration Statement, the Company has been, and continues to be, a “well-known seasoned issuer”
(as defined in Rule 405) eligible to use Form S-3 for the offering of the Stock. The Registration Statement is an “automatic
shelf registration statement” (as defined in Rule 405) and was filed not earlier than the date that is three years prior to
the applicable Delivery Date.
(e) The
Registration Statement conformed and will conform in all material respects on the Effective Date and on the applicable Delivery Date,
and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements
of the Securities Act and the rules and regulations thereunder. The most recent Preliminary Prospectus conformed, and the Prospectus will
conform, in all material respects when filed with the Commission pursuant to Rule 424(b) under the Securities Act and on the applicable
Delivery Date to the requirements of the Securities Act and the rules and regulations thereunder. The documents incorporated by reference
in any Preliminary Prospectus or the Prospectus conformed, and any further documents so incorporated will conform, when filed with the
Commission, in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations
of the Commission thereunder.
(f) The
Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty
is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information
furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information
is specified in Section 10(f).
(g) The
Prospectus will not, as of its date or as of the applicable Delivery Date, contain an untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and
in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically
for inclusion therein, which information is specified in Section 10(f).
(h) The
documents incorporated by reference in any Preliminary Prospectus or the Prospectus did not, and any further documents filed and incorporated
by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(i) The
Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance
upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter
specifically for inclusion therein, which information is specified in Section 10(f).
(j) Each
Issuer Free Writing Prospectus listed in Schedule IV hereto, when taken together with the Pricing Disclosure Package, did not, as of the
Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is
made as to information contained in or omitted from such Issuer Free Writing Prospectus listed in Schedule IV hereto in reliance upon
and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically
for inclusion therein, which information is specified in Section 10(f).
(k) No
Written Testing-the-Waters Communication, as of the Applicable Time, when taken together with the Pricing Disclosure Package, contained
an untrue statement of a material fact or omitted 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 no representation or warranty is made as to information contained
in or omitted from such Written Testing-the-Waters Communication listed on Schedule VI hereto in reliance upon and in conformity with
written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion
therein, which information is specified in Section 10(f). Each Written Testing-the-Waters Communication did not, as of the Applicable
Time, and at all times through the completion of the public offer and sale of the Stock will not, include any information that conflicted,
conflicts or will conflict with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus.
(l) Each
Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules
and regulations thereunder on the date of first use, and the Company has complied with all prospectus delivery and any filing requirements
applicable to such Issuer Free Writing Prospectus pursuant to the Securities Act and rules and regulations thereunder. The Company has
not made any offer relating to the Stock that would constitute an Issuer Free Writing Prospectus without the prior written consent of
the Representatives, except as set forth on Schedule IV hereto. The Company has retained in accordance with the Securities Act and the
rules and regulations thereunder all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Securities Act
and the rules and regulations thereunder.
(m) The
Company and each of its subsidiaries have been duly organized, are validly existing and in good standing as a corporation or other business
entity under the laws of their jurisdiction of organization and are duly qualified to do business and in good standing as a foreign corporation
or other business entity in each jurisdiction in which their ownership or lease of property or the conduct of their businesses requires
such qualification, except where the failure to be so qualified or in good standing would not, in the aggregate, reasonably be expected
to have a material adverse effect on the condition (financial or otherwise), results of operations, stockholders’ equity, properties
or business or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).
The Company and each of its subsidiaries have all corporate or similar organizational power and authority necessary to own or hold its
properties and to conduct the businesses in which they are engaged as described in the most recent Preliminary Prospectus. The Company
does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit
21 to the Company’s Annual
Report on Form 10-K for the most recent fiscal
year. None of the subsidiaries of the Company (other than those listed in Exhibit 21 to the Company’s Annual Report on Form 10-K
for the most recent fiscal year) is a “significant subsidiary” (as defined in Rule 405 under the Securities Act).
(n) The
Company has an authorized capitalization as set forth in each of the most recent Preliminary Prospectus and the Prospectus as of the date
or dates set forth therein, and all of the issued shares of capital stock of the Company have been duly authorized and validly issued,
are fully paid and non-assessable, conform in all material respects to the description thereof contained in the most recent Preliminary
Prospectus and were issued in compliance with federal and state securities laws and not in violation of any preemptive right, resale right,
right of first refusal or similar right. All of the Company’s options, warrants or other rights to purchase or exchange any securities
for shares of the Company’s capital stock, if any, have been duly authorized and validly issued, conform in all material respects
to the description thereof contained in the most recent Preliminary Prospectus and were issued in compliance with federal and state securities
laws. All of the issued shares of capital stock or other ownership interest of each subsidiary of the Company have been duly authorized
and validly issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as described in the most recent Preliminary
Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(o) The
shares of the Stock to be issued and sold by the Company to the Underwriters hereunder have been duly authorized and, upon payment and
delivery in accordance with this Agreement, will be validly issued, fully paid and non-assessable, will conform to the description thereof
contained in the most recent Preliminary Prospectus, will be issued in compliance with federal and state securities laws and will be free
of statutory and contractual preemptive rights, rights of first refusal and similar rights.
(p) The
Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Share
Repurchase Agreement and the Second Amended and Restated Stockholders Agreement (as defined in the Prospectus). This Agreement, the Share
Repurchase Agreement and the Second Amended and Restated Stockholders Agreement have been duly and validly authorized, executed and delivered
by the Company. The Share Repurchase Agreement constitutes and the Second Amended and Restated Stockholders Agreement, when effective,
will constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as
the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors’
rights generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or
at law) or by considerations of public policy.
(q) The
issuance and sale of the Stock by the Company, the execution, delivery and performance of this Agreement and the Share Repurchase Agreement
by the Company, the consummation of the transactions contemplated hereby and thereby and the application of the proceeds from the sale
of the Stock as described under “Use of Proceeds” in the most recent Preliminary Prospectus will not (i) conflict with or
result in a breach or violation of any of the
terms or provisions of, impose any lien, charge
or encumbrance upon any property or assets of the Company and its subsidiaries, or constitute a default under any indenture, mortgage,
deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party
or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries
is subject; (ii) result in any violation of the provisions of the charter or bylaws (or similar organizational documents) of the Company
or any of its subsidiaries; or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any
court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets,
except in the case of each of clauses (i) and (iii), as would not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.
(r) No
consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets is required for the issuance and
sale of the Stock by the Company, the execution, delivery and performance of this Agreement and the Share Repurchase Agreement by the
Company, the consummation of the transactions contemplated hereby and thereby and the application of the proceeds from the sale of the
Stock as described under “Use of Proceeds” in the most recent Preliminary Prospectus, except for the registration of the Stock
under the Securities Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required
under the Exchange Act, the approval for listing on The Nasdaq Global Select Market (the “Exchange”), and applicable
state and foreign securities laws and/or the bylaws and rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”)
in connection with the purchase and sale of the Stock by the Underwriters.
(s) The
historical financial statements (including the related notes) included or incorporated by reference in the most recent Preliminary Prospectus
comply as to form in all material respects with the requirements of Regulation S-X under the Securities Act and present fairly in all
material respects the financial position, results of operations and cash flows of the entities purported to be shown thereby at the dates
and for the periods indicated and have been prepared (subject to year-end audit adjustments in the case of unaudited financial statements)
in conformity with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent
basis throughout the periods involved.
(t) To
the Company’s knowledge and based in part on confirmations provided by PricewaterhouseCoopers LLP (“PwC”),
PwC, who have certified certain financial statements of the Company and its consolidated subsidiaries, whose report appears in the most
recent Preliminary Prospectus or is incorporated by reference therein and who have delivered the initial letter referred to in Section
9(e) hereof, are independent public accountants as required by the Securities Act and the rules and regulations thereunder; and, to the
Company’s knowledge and based in part on confirmations provided by Grant Thornton LLP (“GT”), GT, whose
report appears in the most recent Preliminary Prospectus or is incorporated by reference and who have delivered the letter referred to
in Section 9(g) hereof, were independent public accountants as required by the Securities Act and the rules and regulations thereunder
during the periods covered by the
financial statements on which they reported contained
or incorporated by reference in the most recent Preliminary Prospectus.
(u) Except
as described in the most recent Preliminary Prospectus, the Company maintains internal controls over financial reporting (as such term
is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed by,
or under the supervision of, the Company’s principal executive and principal financial officers, to provide reasonable assurances
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles in the United States, including, but not limited to, internal accounting controls sufficient
to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of the Company’s financial
statements in conformity with accounting principles generally accepted in the United States, (ii) access to the Company’s assets
is permitted only in accordance with management’s general or specific authorization, and (iii) the interactive data in eXtensible
Business Reporting Language included or incorporated by reference in the Pricing Disclosure Package and the Prospectus fairly present
the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable
thereto. Except as described in the most recent Preliminary Prospectus, as of the date of the most recent balance sheet of the Company
and its consolidated subsidiaries reviewed or audited by PwC and the audit committee of the board of directors of the Company (the “Audit
Committee”), there were no material weaknesses in the Company’s internal controls.
(v) Except
as described in the most recent Preliminary Prospectus, (i) the Company maintains disclosure controls and procedures (as such term is
defined in Rule 13a-15(e) under the Exchange Act and as applicable to its consolidated subsidiaries) that are designed to comply with
the requirements of the Exchange Act applicable to the Company, (ii) such disclosure controls and procedures are designed to ensure the
information required to be disclosed by the Company and its subsidiaries in the reports they file or submit under the Exchange Act is
accumulated and communicated to management of the Company and its subsidiaries, including their respective principal executive officers
and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure
controls and procedures are effective at the reasonable assurance level to perform the functions for which they were established.
(w) Except
as described in the most recent Preliminary Prospectus, since the date of the most recent balance sheet of the Company and its consolidated
subsidiaries reviewed or audited by PwC and the Audit Committee, (i) the Company has not been advised of or become aware of (A) (i) any
significant deficiencies in the design or operation of internal controls that could materially and adversely affect the ability of the
Company or any of its subsidiaries to record, process, summarize and report financial data, except as disclosed to the Underwriters or
(ii) any material weaknesses in the design or operation of internal controls that could materially and adversely affect the ability of
the Company or any of its subsidiaries to record, process, summarize and report financial data, or (B) any fraud, whether or not material,
that involves management or other employees who have a significant role in the internal controls of the Company and each of its subsidiaries;
and (ii) there have been no significant changes in internal controls or in other factors that could significantly affect the Company’s
internal control over financial reporting.
(x) The
statements in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical
Accounting Estimates” incorporated by reference into the most recent Preliminary Prospectus accurately and fully describes (i) the
accounting policies that the Company believes are the most important in the portrayal of the Company’s financial condition and results
of operations and that require management’s most difficult, subjective or complex judgments (“Critical Accounting Policies”);
and (ii) the judgments and uncertainties affecting the application of the Critical Accounting Policies.
(y) There
is and has been no failure on the part of the Company, or to the knowledge of the Company, any of the Company’s directors or officers,
in their capacities as such, to comply with the applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated
in connection therewith.
(z) Since
the date of the latest audited financial statements included or incorporated by reference in the most recent Preliminary Prospectus, (a)
neither the Company nor any of its subsidiaries has (i) sustained any loss or interference with its business from fire, explosion, flood
or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree (whether
domestic or foreign), (ii) issued or granted any securities, other than pursuant to equity incentive plans or similar arrangements described
in the most recent Preliminary Prospectus, (iii) incurred any material liability or material obligation, direct or contingent, other than
liabilities and obligations that were incurred in the ordinary course of business, (iv) entered into any material transaction not in the
ordinary course of business or (v) declared or paid any dividend on its capital stock, and (b) since such date, there has not been any
change in the capital stock, partnership or limited liability interest, as applicable, or long-term debt of the Company or any of its
subsidiaries or any adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial
or otherwise), results of operations, stockholders’ equity, properties, management, business or prospects of the Company and its
subsidiaries taken as a whole, in the case of each of clauses (a) and (b) except as described in the most recent Preliminary Prospectus
or as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
(aa) Except as described
in the most recent Preliminary Prospectus, the Company and each of its subsidiaries have good and marketable title in fee simple to all
real property owned by them and good and marketable title to all personal property owned by them, in each case free and clear of all liens,
encumbrances and defects, except such liens, encumbrances and defects as (i) do not materially affect the value of such property and do
not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would
not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. All assets held under lease by the Company
and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as (i) do not materially interfere
with the use made and proposed to be made of such assets by the Company and its subsidiaries or (ii) would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.
(bb) The Company and each
of its subsidiaries have such permits, licenses, franchises, certificates of need and other approvals or authorizations of governmental
or regulatory authorities (“Permits”) as are necessary under applicable law to own their properties and conduct
their
businesses in the manner described in the most
recent Preliminary Prospectus, except for any of the foregoing that would not, in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company and each of its subsidiaries have fulfilled and performed all of their respective obligations with respect
to the Permits, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof
or results in any other impairment of the rights of the holder or any such Permits, except for any of the foregoing that would not reasonably
be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, neither the Company nor any of its subsidiaries has received written notice of any revocation or modification
of any such Permits or has any reason to believe that any such Permits will not be renewed in the ordinary course.
(cc) Except as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its subsidiaries (i)
own or possess adequate rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations,
service mark registrations, copyrights, licenses, know-how, software, systems and technology (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or procedures) (“Intellectual Property”)
used in or necessary for the conduct of their respective businesses in the manner described in the most recent Preliminary Prospectus
without infringement, misappropriation or other violation of any such rights of others, (ii) has not received any written notice of any
claim (A) of infringement, misappropriation or other conflict with, any Intellectual Property right of any third party or (B) challenging
the ownership, validity or enforceability of the Company’s Intellectual Property, and (iii) has taken commercially reasonable efforts
to protect the confidentiality of Intellectual Property the value of which is dependent on maintaining such confidentiality. Except as
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company,
none of the Intellectual Property owned by the Company is being infringed, misappropriated or otherwise violated by any third party.
(dd) Except as disclosed
in the most recent Preliminary Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries
is a party or of which any property or assets of the Company or any of its subsidiaries is the subject that would, in the aggregate, reasonably
be expected to have a Material Adverse Effect or would, in the aggregate, reasonably be expected to have a material adverse effect on
the performance by the Company of this Agreement or the consummation of the transactions contemplated hereby; and to the Company’s
knowledge, no such proceedings are threatened or contemplated by governmental authorities or others.
(ee) There are no contracts
or other documents required to be described in the Registration Statement or the most recent Preliminary Prospectus or filed as exhibits
to the Registration Statement that are not described and filed as required. The statements made in the most recent Preliminary Prospectus,
insofar as they purport to constitute summaries of the terms of the contracts and other documents described and filed, constitute accurate
summaries of the terms of such contracts and documents in all material respects.
(ff) The statements made
in the most recent Preliminary Prospectus and Prospectus under the captions “Prospectus Supplement Summary—Recent Developments—Share
Repurchase” and “Prospectus Supplement Summary—Recent Developments—Amended Stockholder Agreement”, insofar
as they purport to constitute summaries of the terms of contracts and other documents, constitute accurate summaries of the terms of such
contracts and other documents in all material respects.
(gg) The Company and each
of its subsidiaries carry, or are covered by, insurance from insurers of recognized financial responsibility in such amounts and covering
such risks as is reasonable for the conduct of their respective businesses as described in the most recent Preliminary Prospectus and
the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries. All policies
of insurance of the Company and its subsidiaries are in full force and effect; the Company and each of its subsidiaries are in compliance
with the terms of such policies in all material respects; and neither the Company nor any of its subsidiaries has received written notice
from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order
to continue such insurance; except as disclosed in the most recent Preliminary Prospectus, there are no material claims by the Company
or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under
a reservation of rights clause; and neither the Company nor any such subsidiary has any reason to believe that it will not be able to
renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.
(hh) No relationship, direct
or indirect, exists between or among the Company, on the one hand, and the directors, officers, stockholders, customers or suppliers of
the Company, on the other hand, that is required to be described in the most recent Preliminary Prospectus which is not so described.
(ii) No
labor disturbance by or dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company,
is imminent that would reasonably be expected to have a Material Adverse Effect.
(jj) Neither the Company
nor any of its subsidiaries (i) is in violation of its charter or bylaws (or similar organizational documents), (ii) is in default, and
no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance
of any term, covenant, condition or other obligation contained in any indenture, mortgage, deed of trust, loan agreement, license or other
agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, (iii) is
in violation of any law, statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over
it or its property or assets or its own privacy policies or (iv) has failed to obtain any license, permit, certificate, franchise or other
governmental authorization or permit necessary to the ownership of its property or to the conduct of its business as described in the
most recent Preliminary Prospectus, except in the case of each of clauses (ii), (iii) and (iv), to the extent any such conflict, breach,
violation or default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(kk) Except as described
in the most recent Preliminary Prospectus, the Company and each of its subsidiaries (i) are, and at all relevant times prior hereto have
been, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of,
or agreements with, any governmental authority, including without limitation any international, foreign, national, state, provincial,
regional, or local authority, relating to pollution, the protection of human health or safety, the environment or natural resources, including
those relating to the use, generation, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of,
or exposure to, hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable
to such entity, which compliance includes, without limitation, obtaining, maintaining, and complying with all permits, approvals, and
other authorizations required under Environmental Laws to conduct their respective businesses, and (ii) have not received written notice
or claim of and do not otherwise have knowledge of any actual, pending, threatened or alleged violation of or claims, investigations or
proceedings under or relating to any applicable Environmental Laws, or of any actual or potential liability for or obligation relating
to hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such noncompliance,
violation, liability, obligation, claims, investigations or proceedings would not, in the aggregate, reasonably be expected to have a
Material Adverse Effect. Except as described in the most recent Preliminary Prospectus, (x) there are no proceedings that are pending,
or known to be contemplated, against the Company or any of its subsidiaries under Environmental Laws in which a governmental authority
is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions, exclusive of interest and
costs, of $300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with
Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws
or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a material
adverse effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries and (z) neither the Company
nor any of its subsidiaries anticipate material capital expenditures relating to Environmental Laws.
(ll) Except as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its subsidiaries (i)
have filed all federal, state, local and foreign income tax returns and other tax returns required to be filed through the date hereof,
subject to permitted extensions and (ii) have paid all taxes which have become due and payable by the Company or its subsidiaries, except
for taxes, if any, as are being contested in good faith by appropriate proceedings and for which an appropriate reserve has been established
in accordance with GAAP. No tax deficiency has been determined adversely to the Company or any of its subsidiaries, nor does the Company
have any knowledge of any tax deficiencies that have been, or would reasonably be expected to be, asserted against the Company or any
subsidiary, that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(mm) Except as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each “employee benefit plan”
(within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)),
whether or not subject to ERISA, for which the Company, any of its subsidiaries or any “ERISA Affiliate”
(defined as any organization which together with
the Company or any of its subsidiaries is a member of a controlled group of corporations within the meaning of Section 414 of the Internal
Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”)
has been maintained in compliance with its terms and with the requirements of all applicable statutes, rules and regulations, including
ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred
with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each
Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred
or is reasonably expected to occur, (B) no Plan is or is reasonably expected to be in “at risk” status (within the meaning
of Section 430 of the Code or Section 303 of ERISA), (C) there has been no filing pursuant to Section 412(c) of the Code or Section 302(c)
of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan or the receipt by the Company, any of
its subsidiaries or any of the ERISA Affiliates from the PBGC or the plan administrator of any notice relating to the intention to terminate
any Plan or Plans or to appoint a trustee to administer any Plan, (D) no conditions contained in Section 303(k)(1)(A) of ERISA for imposition
of a lien shall have been met with respect to any Plan and (E) neither the Company, any of its subsidiaries or any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the
Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer
plan,” within the meaning of Section 4001(c)(3) of ERISA) (“Multiemployer Plan”); (iv) no Multiemployer
Plan is, or is expected to be, “insolvent” (within the meaning of Section 4245 of ERISA), or in “endangered” or
“critical” status (within the meaning of Section 432 of the Code or Section 304 of ERISA); and (v) each Plan that is intended
to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is
the subject of a favorable opinion letter from the Internal Revenue Service and nothing has occurred, whether by action or by failure
to act, which would cause the loss of such qualification.
(nn) The statistical and
market-related data included in the most recent Preliminary Prospectus is based on or derived from sources that the Company believes to
be reliable in all material respects.
(oo) Neither
the Company nor any of its subsidiaries is, and as of the applicable Delivery Date and, after giving effect to the offer and sale of the
Stock and the application of the proceeds therefrom as described under “Use of Proceeds” in the most recent Preliminary Prospectus
and the Prospectus, none of them will be, (i) an “investment company” or a company “controlled” by an “investment
company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
and the rules and regulations of the Commission thereunder, or (ii) a “business development company” (as defined in Section
2(a)(48) of the Investment Company Act).
(pp) The statements set
forth in each of the most recent Preliminary Prospectus and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences
to Non-U.S. Holders,” insofar as they purport to summarize provisions of the laws and documents referred to therein, are accurate
summaries of the matters described therein in all material respects.
(qq) Except as described
in the most recent Preliminary Prospectus, there are no contracts, agreements or understandings between the Company and any person granting
such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities
of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant
to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company
under the Securities Act.
(rr) Except for the engagement
letters (i) between the Company and PJT Partners LP and (ii) among the Company, the Special Committee of the Board of Directors of the
Company and PJT Partners LP, neither the Company nor any of its 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 any of them or the Underwriters for a brokerage commission,
finder’s fee or like payment in connection with the offering and sale of the Stock.
(ss) The Company has not
sold or issued any securities that would be integrated with the offering of the Stock contemplated by this Agreement pursuant to the Securities
Act, the rules and regulations thereunder or the interpretations thereof by the Commission.
(tt) The Company and its
controlled affiliates have not taken, directly or indirectly, any action designed to constitute, or that has constituted, or that would
reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company in connection
with the offering of the shares of the Stock.
(uu) The Stock has been
approved for listing, subject to official notice of issuance and evidence of satisfactory distribution on, the Exchange.
(vv) The Company has not
distributed and, prior to the later to occur of any Delivery Date and completion of the distribution of the Stock, will not distribute
any offering material in connection with the offering and sale of the Stock other than any Preliminary Prospectus, the Prospectus, any
Issuer Free Writing Prospectus to which the Representatives have consented in accordance with Section 1(i) or 7(a)(vi) and any Issuer
Free Writing Prospectus set forth on Schedule IV hereto.
(ww) Neither the Company
nor any subsidiary is in violation of or has received written notice of any violation with respect to any federal or state law relating
to discrimination in the hiring, promotion or pay of employees, nor any applicable federal or state wage and hour laws, nor any state
law precluding the denial of credit due to the neighborhood in which a property is situated, the violation of any of which would reasonably
be expected to have a Material Adverse Effect.
(xx) Neither
the Company, nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any of its affiliates, agents,
employees or other persons acting on behalf of the Company or any of its subsidiaries, has in the course of its actions for, or on behalf
of, the Company or any of its subsidiaries: (i) made any unlawful contribution, gift, or other unlawful expense relating to political
activity; (ii) made any direct or indirect bribe, kickback, rebate, payoff, influence payment, or otherwise unlawfully provided anything
of value, to any
“foreign official” (as defined in
the U.S. Foreign Corrupt Practices Act of 1977, as amended (collectively, the “FCPA”)) or domestic government
official; (iii) otherwise taken 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 to its knowledge indirectly, to any person to improperly
influence official action by that person for the benefit of the Company or its subsidiaries or, to the knowledge of the Company, the Company’s
affiliates, or to otherwise secure any improper advantage; or (iv) violated or is in violation of any provision of the FCPA, the Bribery
Act 2010 of the United Kingdom, as amended (the “Bribery Act 2010”), or any other applicable anti-corruption
or anti-bribery statute or regulation. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates,
have conducted their respective businesses in compliance with the FCPA, Bribery Act 2010 and all other applicable anti-corruption and
anti-bribery statutes or regulations, and have instituted and maintain policies and procedures designed to ensure, and which are reasonably
expected to ensure, continued compliance therewith. No investigation, inquiry, action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Corruption Laws
is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its subsidiaries will use, directly or to its
knowledge indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment
or giving of money, or anything else of value, to any person in violation of the FCPA, Bribery Act 2010 or other applicable anti-corruption
and anti-bribery statutes or regulations.
(yy) The operations of
the Company and its subsidiaries are and have been conducted at all times in compliance with applicable anti-money laundering laws, rules,
and regulations, including the financial recordkeeping and reporting requirements contained therein, including the Currency and Foreign
Transactions Reporting Act of 1970, as amended, the Bank Secrecy Act of 1970, applicable provisions of the USA PATRIOT Act of 2001, the
Money Laundering Control Act of 1986, the Anti-Money Laundering Act of 2020, the money laundering statutes of all jurisdictions in which
the Company or its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or
guidelines, that have been issued, administered or enforced by any governmental agency having jurisdiction over the Company or such subsidiary
(collectively, the “Money Laundering Laws”) and no investigation, inquiry, action, suit or proceeding by or
before any court or governmental agency, authority or body or any arbitrator or non-governmental authority involving the Company or any
of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened. The Company
and its subsidiaries have instituted and maintain policies and procedures reasonably designed to promote and achieve compliance with the
Money Laundering Laws and with the representations and warranties contained herein. The Company will not, directly or to its knowledge
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 or entity in any manner that would cause or result in a violation of any Money Laundering Laws by any individual
or entity (“Person”) (including any Person participating in the offering, whether as underwriter, advisor, investor
or otherwise);
(zz) Neither the Company,
nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any of its affiliates, agents or employees,
is: (i) currently the subject
or the target of any sanctions administered or
enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, the United Nations Security
Council, the European Union (“EU”), His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs,
or other relevant sanctions authority having jurisdiction over the Company or its subsidiaries (collectively, “Sanctions”);
or (ii) located, organized or resident in a country or territory that is the subject or target of comprehensive territorial Sanctions
(including, without limitation, Cuba, Iran, North Korea, Syria, Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk
People’s Republic, the Kherson, the Zaporizhzhia regions of Ukraine or any other Covered Region of Ukraine identified pursuant to
Executive Order 14065); and the Company will not directly or to its knowledge 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 or entity, for the purpose of financing
or facilitating the activities of any person, or in any country or territory, that at the time of such financing or facilitation or currently
is the subject or target of Sanctions or in any other manner that will result in a violation by any person (including any person participating
in the transaction whether as an underwriter, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not
knowingly engaged in for the past ten years and are not now knowingly engaged in any dealings or transactions with any individual or entity,
or in any country or territory, that at the time of the dealing or transaction, is or was the subject or target of Sanctions; and the
Company has implemented compliance procedures reasonably designed to prevent the Company from engaging in dealings or transactions prohibited
by applicable Sanctions.
(aaa) Except as disclosed
in the most recent Preliminary Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware,
software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and
perform as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted, free
and clear, to the knowledge of the Company after reasonable inquiry, of all bugs, errors, defects, Trojan horses, time bombs, malware
and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures,
and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and
security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal
Data”)) used in connection with their businesses and, to the knowledge of the Company, there have been no breaches, violations,
outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or
the duty to notify any other person and those that would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company
and its subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules
and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating
to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized
use, access, misappropriation or modification.
(bbb) The Company and each
of its subsidiaries are, and at all times during the past five years, were, in compliance in all material respects with all applicable
data privacy and security laws and regulations regarding the collection, use, transfer, storage, protection, disposal or disclosure of
Personal Data (as defined below) collected from or provided by third parties (collectively, the “Privacy Laws”).
“Personal Data” means “personal data” as defined by the EU General Data Protection Regulations (EU 2016 679) and
any data concerning an identified natural person. The Company and its subsidiaries have in place, are in material compliance with, and
take appropriate steps reasonably designed to (i) ensure compliance with its privacy policies on its website and (ii) reasonably protect
the security and confidentiality of all Personal Data (collectively, the “Policies”). To the knowledge of the
Company, the execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result
in a breach or violation of any Privacy Laws or Policies. Neither the Company nor any subsidiary has received notice of any actual or
potential material liability under or relating to, or actual or potential violation of, any of the Privacy Laws.
(ccc) The Common Stock
is an “actively-traded security” exempted from the requirements of Rule 101 of Regulation M under the Exchange Act by subsection
(c)(1) of such rule.
Any certificate signed by any
officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Stock
shall be deemed to be a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
2. [Reserved.]
3. Purchase
of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms
and conditions of, this Agreement, the Company agrees to sell the Firm Stock to the several Underwriters, and each of the Underwriters,
severally and not jointly, agrees to purchase the number of shares of Firm Stock set forth opposite that Underwriter’s name in Schedule
I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters
to avoid fractional shares, as the Representatives may determine.
In addition, the Company grants
to the Underwriters an option to purchase up to 3,750,000 additional shares of Option Stock. Such option is exercisable in the event
that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section
5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments
to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option
Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such
Underwriter bears to the total number of shares of Firm Stock.
The purchase price payable by
the Underwriters for the Firm Stock is $23.16 per share and the purchase price payable by the Underwriters for any Option Stock is the
price paid
for the Firm Stock less an amount per share equal
to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock.
The Company is not obligated
to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock
to be purchased on such Delivery Date as provided herein.
4. Offering
of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters
propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus.
5. Delivery
of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, on
the second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between
the Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date”.
Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters
through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the
order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company, with
any transfer or similar taxes payable in connection with the sale of the Firm Stock to be paid by the Company. Time shall be of the essence,
and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder.
The Company shall deliver the Firm Stock through the facilities of The Depository Trust Company (“DTC”) unless
the Representatives shall otherwise instruct.
The option granted in Section
3 will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being
given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted
in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock
as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which
the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock
are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier
than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after
the date on which the option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred
to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are
sometimes each referred to as a “Delivery Date”.
Delivery of the Option Stock
by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M.,
New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place
as shall be determined by agreement between the Representatives and the Company. On each Option Stock Delivery Date, the Company shall
deliver, or cause to be delivered, the Option Stock, to the Representatives for the account of each Underwriter, against
payment by the several Underwriters through the
Representatives and of the respective aggregate purchase prices of the Option Stock being sold by the Company to or upon the order of
the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company, with any transfer
or similar taxes payable in connection with the sale of the Option Stock to be paid by the Company. Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder.
The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.
6. Further
Agreements of the Company and the Underwriters. (a) The Company agrees:
(i) To
prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities
Act not later than the Initial Delivery Date; to make no further amendment or any supplement to the Registration Statement or the Prospectus
prior to the last Delivery Date except as provided herein; to advise the Representatives, promptly after it receives notice thereof, of
the time when any amendment or supplement to the Registration Statement or the Prospectus has been filed and to furnish the Representatives
with copies thereof in accordance with the Representative’s request; to advise the Representatives, promptly after it receives notice
thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any
Issuer Free Writing Prospectus, of the suspension of the qualification of the Stock for offering or sale in any jurisdiction, of the initiation
or threatening of any proceeding or examination for any such purpose, or any notice from the Commission objecting to the use of the form
of the Registration Statement or any post-effective amendment thereto or of any request by the Commission for the amending or supplementing
of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of
the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus
or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal.
(ii) Upon
written request, to furnish promptly to the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement
as originally filed with the Commission, and each amendment thereto filed with the Commission, including conformed copies of all consents
and exhibits filed therewith.
(iii) To
deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request: (A) conformed
copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits
other than this Agreement), (B) during the period of time after the date hereof that a prospectus relating to the Stock is required by
law to be delivered (or required to be delivered but for Rule 172 under the Act) in connection with the sales of the Stock by any Underwriter
or dealer (the “Prospectus Delivery Period”), the Prospectus and any amended or supplemented Prospectus, (C)
during the Prospectus Delivery Period, each Issuer Free Writing Prospectus, and (D) any document incorporated
by reference in any Preliminary Prospectus
or the Prospectus; and, if, during the Prospectus Delivery Period, any events shall have occurred as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading,
or, if for any other reason during the Prospectus Delivery Period it shall be necessary to amend or supplement the Prospectus or to file
under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, to notify
the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to
any dealer in securities (whose name and address the Representative shall furnish to the Company) as many copies as the Representatives
may from time to time reasonably request of an amended or supplemented Prospectus that will correct such statement or omission or effect
such compliance.
(iv) During
the Prospectus Delivery Period, to file as promptly as practicable with the Commission any amendment or supplement to the Registration
Statement or the Prospectus that may, in the judgment of the Company or the Representatives, be required by the Securities Act or requested
by the Commission in connection with the offering and sale of the Stock.
(v) Prior
to filing with the Commission any amendment or supplement to the Registration Statement or the Prospectus, any document incorporated by
reference in the Prospectus or any amendment to any document incorporated by reference in the Prospectus, to furnish a copy thereof to
the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing (such consent not to
be unreasonably withheld, conditioned or delayed).
(vi) Not
to make any offer relating to the Stock that would constitute an Issuer Free Writing Prospectus without the prior written consent of the
Representatives.
(vii) To
comply with all applicable requirements of Rule 433 under the Securities Act with respect to any Issuer Free Writing Prospectus. If at
any time during the Prospectus Delivery Period any events shall have occurred as a result of which any Issuer Free Writing Prospectus,
as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus
or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall
be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, upon their request, to file
such document and to prepare and furnish without charge to each Underwriter (whose name and address the Representatives shall furnish
to the Company) as many copies as the Representatives may from time to time reasonably request of an
amended or supplemented Issuer Free
Writing Prospectus that will correct such conflict, statement or omission or effect such compliance.
(viii) As
soon as practicable after the Effective Date (it being understood that the Company shall have until at least 410 days or, if the fourth
quarter following the fiscal quarter that includes the Effective Date is the last fiscal quarter of the Company’s fiscal year, 455
days after the end of the Company’s current fiscal quarter), to make generally available to the Company’s security holders
(including by making available on EDGAR) and to deliver to the Representatives (or make available on EDGAR) an earnings statement of the
Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations
thereunder (including, at the option of the Company, Rule 158).
(ix) Promptly
from time to time to take such action as the Representatives may reasonably request to qualify the Stock for offering and sale under the
securities or Blue Sky laws of Canada and such other jurisdictions as the Representatives may reasonably request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the
distribution of the Stock; provided that in connection therewith, the Company shall not be required to (A) qualify as a foreign corporation
in any jurisdiction in which it would not otherwise be required to so qualify, (B) file a general consent to service of process in any
such jurisdiction or (C) subject itself to taxation in any jurisdiction in which it would not otherwise be subject.
(x) For
a period commencing on the date hereof and ending on the 90th day after the date of the Prospectus (the “Lock-Up Period”),
not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that
is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock
or securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock and Common Stock or securities convertible
into or exercisable or exchangeable for Common Stock issued pursuant to employee benefit plans, qualified stock option plans or other
employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights not issued under
one of those plans), or sell, purchase or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible
into or exchangeable for Common Stock (other than the grant of options or other awards pursuant to option plans existing on the date hereof),
(B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits
or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled
by delivery of Common Stock or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including
any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable
into Common Stock or any other securities of the Company (other than (i) any confidential or nonpublic submissions to the Commission of
any registration statement under the Securities Act only if (w) no public announcement of such confidential or nonpublic
submission shall be made, (x) if any
demand was made for, or any right exercised with respect to, such registration of shares of Common Stock or securities convertible, exercisable
or exchangeable into Common Stock, no public announcement of such demand or exercise of rights shall be made and (y) no such confidential
or nonpublic submission shall become a publicly available registration statement during the Lock-Up Period; or (ii) any registration statement
on Form S-8), or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays
Capital Inc. and Morgan Stanley & Co. LLC, on behalf of the Underwriters, and to cause each officer (as defined in Section 16 of the
Exchange Act) and director to furnish to the Representatives, prior to the Initial Delivery Date, a letter or letters, substantially in
the form of Exhibit A hereto (collectively, the “Lock-Up Agreements”). The restrictions contained in the preceding
sentence shall not apply to (i) the issuance of securities in connection with the acquisition by the Company or any subsidiary of the
securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company
or any subsidiary in connection with any such acquisition, (ii) the issuance of securities in connection with joint ventures or acquisitions
and other strategic transactions; provided that in the case of each of preceding clauses (i) and (ii), the aggregate number of shares
issued in all such acquisitions and transactions does not exceed 5.0% of the Company’s outstanding common stock following the offering
of the Stock contemplated by this Agreement and each recipient of such shares executes a Lock-Up Agreement.
(xi) To
apply the net proceeds from the sale of the Stock being sold by the Company substantially in accordance with the description as set forth
in the Prospectus under the caption “Use of Proceeds.”
(xii) If
at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development
as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or
omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing
at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at
its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. The Company
will promptly notify the Representatives of (A) any distribution by the Company of Written Testing-the-Waters Communications and (B) any
request by the Commission for information concerning the Written Testing-the-Waters Communications.
(xiii) The
Company agrees not to amend or waive any provisions of Section 8 of the Share Repurchase Agreement during the period commencing on the
date of this Agreement and ending on the 90th day after the date of the Prospectus without the prior written consent of Barclays Capital
Inc. and Morgan Stanley & Co. LLC.
(xiv) The
Company and its controlled affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonably
would be
expected to cause or result in the stabilization
or manipulation of the price of any security of the Company in connection with the offering of the Stock.
(xv) The
Company will do and perform all things required to be done and performed under this Agreement by it prior to each Delivery Date.
(b) Each
Underwriter severally agrees that such Underwriter shall not include any “issuer information” (as defined in Rule 433 under
the Securities Act) in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred to
by such Underwriter without the prior consent of the Company (any such issuer information with respect to whose use the Company has given
its consent, “Permitted Issuer Information”); provided that (i) no such consent shall be required with respect
to any such issuer information contained in any document filed by the Company with the Commission prior to the use of such free writing
prospectus, and (ii) “issuer information,” as used in this Section 6(b), shall not be deemed to include information prepared
by or on behalf of such Underwriter on the basis of or derived from issuer information.
7. [Reserved.]
8. Expenses.
The Company agrees, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to
pay all expenses, costs, fees and taxes incident to and in connection with (a) the authorization, issuance, sale and delivery of the Stock
(including any stamp duties or other taxes payable in that connection) and the preparation and printing of certificates for the Stock;
(b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any
Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment
or supplement thereto or any document incorporated by reference therein; (c) the distribution of the Registration Statement (including
any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters
Communication, and any amendment or supplement thereto, all as provided in this Agreement; (d) the production and distribution of this
Agreement, any supplemental agreement among Underwriters, and any other related documents in connection with the offering, purchase, sale
and delivery of the Stock; (e) any required review by FINRA of the terms of sale of the Stock (including related reasonable and documented
fees and expenses of counsel to the Underwriters); (f) the listing of the Stock on the Exchange and/or any other exchange; (g) the qualification
of the Stock under the securities laws of the several jurisdictions as provided in Section 6(a)(ix) and the preparation, printing and
distribution of a Blue Sky Memorandum (including related reasonable and documented fees and expenses of counsel to the Underwriters),
provided that the Company shall only be required to pay such fees and expenses of counsel to the Underwriters incurred in relation to
subsections (e) and (g) in an amount that is not greater than $40,000 in the aggregate; (h) the investor presentations on any “road
show” or any Testing-the-Waters Communication undertaken in connection with the marketing of the Stock, including, without limitation,
expenses associated with any electronic road show, travel and lodging expenses of the representatives and officers of the Company and
50% of the cost of any aircraft chartered in connection with the road show; and (i) all other costs and expenses incident to the performance
of the obligations of the Company under this Agreement; provided that, except
as provided in this Section 8 and in Section 13,
the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the
resale of any Stock by them, the expenses of advertising any offering of the Stock made by the Underwriters and travel (provided that
the Underwriters are responsible for 50% of the cost of any aircraft chartered in connection with the road show), lodging and other expenses
of the Underwriters or any of their employees or representatives incurred by them in connection with any “road show”.
9. Conditions
of Underwriters’ Obligations. The respective obligations of the Underwriters hereunder are subject to the accuracy, when made
and on each Delivery Date, of the representations and warranties of the Company contained herein, to the performance by the Company of
its obligations hereunder in all material respects, and to each of the following additional terms and conditions:
(a) The
Prospectus shall have been timely filed with the Commission in accordance with Section 6(a)(i). The Company shall have complied with all
filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order suspending
the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus
shall have been issued and no proceeding or examination for such purpose shall have been initiated or, to the knowledge of the Company,
threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement
or the Prospectus or otherwise shall have been complied with to the Representatives’ reasonable satisfaction.
(b) All
corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Stock, the Registration
Statement, the Prospectus and any Issuer Free Writing Prospectus, and all other legal matters relating to this Agreement and the transactions
contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have
furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.
(c) Davis
Polk & Wardwell LLP shall have furnished to the Representatives its written opinion and negative assurance letter, as counsel to the
Company, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives.
(d) The
Representatives shall have received from Simpson Thacher & Bartlett LLP, counsel for the Underwriters, such opinion and negative assurance
letter, dated such Delivery Date, with respect to the issuance and sale of the Stock, the Registration Statement, the Prospectus and the
Pricing Disclosure Package and other related matters as the Representatives may reasonably require, and the Company shall have furnished
to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.
(e) At
the time of execution of this Agreement, the Representatives shall have received from PwC a letter, in form and substance reasonably satisfactory
to the
Representatives, addressed to the Underwriters
and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are
in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X
of the Commission, and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective
dates as of which specified financial information is given in the most recent Preliminary Prospectus, as of a date not more than three
business days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other
matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings.
(f) With
respect to the letter of PwC referred to in the preceding paragraph and delivered to the Representatives concurrently with the execution
of this Agreement (the “initial letter”), the Company shall have furnished to the Representatives a letter (the
“bring-down letter”) of such accountants, addressed to the Underwriters and dated such Delivery Date (i) confirming
that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements
relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of
the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified
financial information is given in the Prospectus, as of a date not more than three business days prior to the date of the bring-down letter),
the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter, and
(iii) confirming in all material respects the conclusions and findings set forth in the initial letter.
(g) At
the time of execution of this Agreement, the Representatives shall have received from GT a letter, in form and substance satisfactory
to the Representatives, addressed to the Underwriters and dated the date hereof stating, as of the date hereof, the conclusions and findings
of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters”
to underwriters in connection with registered public offerings.
(h) The
Company shall have furnished to the Representatives a certificate, dated such Delivery Date, of its Chief Executive Officer and its Chief
Financial Officer (solely in their capacities as such) as to such matters as the Representatives may reasonably request, including, without
limitation, a statement:
(i) That
the representations, warranties and agreements of the Company in Section 1 are true and correct on and as of such Delivery Date,
and the Company has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or
satisfied hereunder at or prior to such Delivery Date;
(ii) That
no stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose
have been instituted or, to the knowledge of such officers, threatened; and the
Commission shall not have notified the
Company of any objection to the use of the form of the Registration Statement or any post-effective amendment thereto;
(iii) At
each Delivery Date, since the Effective Date or since the respective dates as to which information is given in the Registration Statement,
the Pricing Disclosure Package or the Prospectus, no material adverse change, nor any development or event involving a prospective material
adverse change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and
its subsidiaries taken as a whole shall have occurred; and
(iv) To
the effect of Section 9(i) (provided that (A) no representation with respect to the judgment of the Representatives need be made
and (B) such representation with respect to 9(i)(i) may be qualified by materiality) and Section 9(j).
(i) Except
as described in the most recent Preliminary Prospectus, (i) neither the Company nor any of its subsidiaries shall have sustained, since
the date of the latest audited financial statements included or incorporated by reference in the most recent Preliminary Prospectus, any
loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or decree, or (ii) since such date there shall not have been any change in the capital
stock, or long-term debt of the Company or any of its subsidiaries or any adverse change, or any development involving a prospective adverse
change, in or affecting the condition (financial or otherwise), results of operations, stockholders’ equity, properties, management,
business or prospects of the Company and its subsidiaries taken as a whole, the effect of which, in any such case described in clause
(i) or (ii), is, individually or in the aggregate, in the judgment of the Representatives, so material and adverse as to make it impracticable
or inadvisable to proceed with the public offering or the delivery of the Stock being delivered on such Delivery Date on the terms and
in the manner contemplated in the Prospectus.
(j) Subsequent
to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Company’s debt
securities by any “nationally recognized statistical rating organization” (as defined by the Commission in Section 3(a)(62)
of the Exchange Act) and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company’s debt securities.
(k) Subsequent
to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) (A) trading in securities generally
on any securities exchange that has registered with the Commission under Section 6 of the Exchange Act (including the New York Stock Exchange,
The Nasdaq Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market) or (B) trading in any securities of the Company
on any exchange or in the over-the-counter market shall have been suspended or materially limited or the settlement of such trading generally
shall have been materially disrupted or minimum prices shall have been established on any such exchange or such
market by the Commission, by such exchange
or by any other regulatory body or governmental authority having jurisdiction, (ii) a general moratorium on commercial banking activities
shall have been declared by federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall
have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war
by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions,
including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on
the financial markets in the United States shall be such) or any other calamity or crisis either within or outside the United States,
if the effect of any such event in clauses (iii) or (iv) makes it, in the judgment of the Representatives, impracticable or inadvisable
to proceed with the public offering or delivery of the Stock being delivered on such Delivery Date on the terms and in the manner contemplated
in the Prospectus.
(l) The
Exchange shall have approved the Stock for listing, subject only to official notice of issuance and evidence of satisfactory distribution.
(m) The
Representatives shall have received (i) on and as of the date hereof and (ii) on and as of each Delivery Date, as the case may be, a certificate
of the Chief Financial Officer of the Company in a form reasonably satisfactory to the Representatives.
(n) The
Lock-Up Agreements between the Representatives and the officers (as defined in Section 16 of the Exchange Act) and directors of the Company
set forth on Schedule II, delivered to the Representatives on or before the date of this Agreement, shall be in full force and effect
on such Delivery Date.
(o) On
or prior to each Delivery Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Representatives
may reasonably request.
All opinions, letters, evidence
and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if
they are in form and substance reasonably satisfactory to counsel for the Underwriters.
10. Indemnification
and Contribution.
(a) The
Company hereby agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers and employees and each person,
if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss,
claim, damage, liability or action relating to purchases and sales of Stock), to which that Underwriter, affiliate, director, officer,
employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability
or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (A) any
Preliminary Prospectus, the Registration Statement, the Prospectus or in any amendment or supplement thereto, (B) any Issuer Free Writing
Prospectus or in any amendment or supplement
thereto, (C) any Permitted Issuer Information used or referred to in any “free writing prospectus” (as defined in Rule 405
under the Securities Act) used or referred to by any Underwriter, (D) any materials or information provided to investors by, or with the
approval of, the Company in connection with the marketing of the offering of the Stock, including any “road show” (as defined
in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus and any Written Testing-the-Waters Communication
(“Marketing Materials”), or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the
Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted
Issuer Information, any Marketing Materials, any material fact required to be stated therein or necessary to make the statements therein
not misleading, and shall reimburse each Underwriter and each such affiliate, director, officer, employee or controlling person promptly
upon demand for any legal or other documented out-of-pocket expenses reasonably incurred by that Underwriter, affiliate, director, officer,
employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case
to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged
untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer
Free Writing Prospectus or in any such amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials,
in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company through the Representatives
by or on behalf of any Underwriter specifically for inclusion therein, which information consists solely of the information specified
in Section 10(f). The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Underwriter
or to any affiliate, director, officer, employee or controlling person of that Underwriter.
(b) [Reserved.]
(c) Each
Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, its affiliates directors, officers and employees,
and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company or
any such affiliate, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar
as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement
of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus
or in any amendment or supplement thereto or in any Marketing Materials, or (ii) the omission or alleged omission to state in any Preliminary
Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or
in any Marketing Materials, any material fact required to be stated therein or necessary to make the statements therein not misleading,
but in each case only to the extent that the untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance
upon and in conformity with written information concerning such Underwriter furnished to the Company through the Representatives by or
on behalf of that Underwriter specifically for inclusion therein, which information is limited to the information set forth in Section
10(f). The foregoing indemnity agreement is in addition to any liability that any Underwriter may otherwise have to the Company or any
such affiliate, director, officer, employee or controlling person.
(d) Promptly
after receipt by an indemnified party under this Section 10 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 10, notify the indemnifying
party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying
party shall not relieve it from any liability which it may have under this Section 10 except to the extent it has been materially prejudiced
(through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to
notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this
Section 10. If any such claim or action shall be brought against an indemnified party, the indemnifying party shall be entitled to participate
therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this
Section 10 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other
than reasonable and documented out-of-pocket costs of investigation; provided, however, that the indemnified party shall have the right
to employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers,
employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought
under this Section 10 if (i) the indemnified party and the indemnifying party shall have so mutually agreed; (ii) the indemnifying party
has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and
its directors, officers, employees and controlling persons shall have reasonably concluded based on the advice of counsel that there may
be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the named
parties in any such proceeding (including any impleaded parties) include both the indemnified parties or their respective directors, officers,
employees or controlling persons, on the one hand, and the indemnifying party, on the other hand, and, based on the advice of counsel,
representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between
them, and in any such event the reasonable and documented fees and expenses of such separate counsel shall be paid by the indemnifying
party. It is understood and agreed that the indemnifying party shall not, in connection with any action or claim or related action or
claim in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel)
for all indemnified parties. Such firm shall be designated in writing by the Representatives, in the case of parties indemnified pursuant
to Section 10(a), and by the
Company, in the case of parties indemnified pursuant to Section
10(c). No indemnifying party shall (x) without the prior written consent of the indemnified parties (which consent shall not
be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or
not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes
an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not
include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y)
be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld,
conditioned or delayed), but if settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in
any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability
by reason of such settlement or judgment in accordance with this Agreement. Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated
by Section 10(a) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request,
and more than 30 days after receipt of the proposed terms of such settlement, and (ii) such indemnifying party shall not have reimbursed
the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement
prior to the date of such settlement.
(e) If
the indemnification provided for in this Section 10 shall for any reason be unavailable to or insufficient to hold harmless an indemnified
party under Section 10(a) or 10(c) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein,
then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate
to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other, from the offering of the
Stock, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand,
and the Underwriters, on the other, with respect to the statements or omissions that resulted in such loss, claim, damage or liability,
or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company, on
the one hand, and the Underwriters, on the other, with respect to such offering shall be deemed to be in the same proportion as the total
net proceeds from the offering of the Stock purchased under this Agreement (before deducting expenses) received by the Company, as set
forth in the table on the cover page of the Prospectus, on the one hand, and the total underwriting discounts and commissions received
by the Underwriters with respect to the shares of the Stock purchased under this Agreement, as set forth in the table on the cover page
of the
Prospectus, on the other hand. The relative
fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission
to state a material fact relates to information supplied by the Company or the Underwriters, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree
that it would not be just and equitable if contributions pursuant to this Section 10(e) were to be determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account
the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage
or liability, or action in respect thereof, referred to above in this Section 10(e) shall be deemed to include, for purposes of this Section
10(e), any documented out-of-pocket legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this Section 10(e), in no event shall an Underwriter be required
to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter
with respect to the offering of the Stock exceeds the amount of any damages that such Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters’ obligations to contribute as provided in this Section 10(e) are several in proportion to their
respective underwriting obligations and not joint.
(f) The
Underwriters severally confirm and the Company acknowledges and agrees that the concession and reallowance figures in the fifth paragraph
and the information related to price stabilization and short positions in the twelfth, thirteenth and fourteenth paragraphs of the “Underwriting
(Conflicts of Interest)” section of the Preliminary Prospectus and Prospectus are correct and constitute the only information concerning
such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in any Preliminary
Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or
in any Marketing Materials.
11. Defaulting
Underwriters.
(a) If,
on any Delivery Date, any Underwriter defaults in its obligations to purchase the Stock that it has agreed to purchase under this Agreement,
the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Stock by the non-defaulting Underwriters
or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any
Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Stock, then the Company shall be entitled to a further
period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Stock on such
terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so
arranged for the purchase of such
Stock, or the Company notifies the non-defaulting
Underwriters that it has so arranged for the purchase of such Stock, either the non-defaulting Underwriters or the Company may postpone
such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or
counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and
the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other
document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all
purposes of this Agreement, unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section
11, purchases Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If,
after giving effect to any arrangements for the purchase of the Stock of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters or the Company as provided in paragraph (a) above, the total number of shares of the Stock that remains unpurchased does
not exceed one-eleventh of the total number of shares of all the Stock, then the Company shall have the right to require each non-defaulting
Underwriter to purchase the total number of shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter's
pro rata share (based on the total number of shares of Stock that such Underwriter agreed to purchase hereunder) of the Stock of
such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters
shall not be obligated to purchase more than 110% of the total number of shares of Stock that they agreed to purchase on such Delivery
Date pursuant to the terms of Section 3.
(c) If,
after giving effect to any arrangements for the purchase of the Stock of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the total number of shares of Stock that remains unpurchased exceeds
one-eleventh of the total number of shares of all the Stock, or if the Company shall not exercise the right described in paragraph (b)
above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement
pursuant to this Section 11 shall be without liability on the part of the Company, except that the Company will continue to be liable
for the payment of expenses as set forth in Sections 8 and 13 and except that the provisions of Section 10 shall not terminate and
shall remain in effect.
(d) Nothing
contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter
for damages caused by its default.
12. Termination.
The obligations of the Underwriters hereunder may be terminated by the Representatives by notice given to and received by the Company
prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 9(i), 9(j) and 9(k)
shall have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement.
13. Reimbursement
of Underwriters’ Expenses. Except as set forth in the next sentence, if (a) the Company shall fail to tender the Stock for delivery
to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement
(except as a result of the occurrence of any of the events described in Section 9(k) (excluding clause (i)(B) thereof)), the Company will
reimburse the Underwriters for all reasonable and documented out-of-pocket expenses (including the reasonable and documented fees and
disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and the proposed purchase
of the Stock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant
to Section 11(c) by reason of the default of one or more Underwriters or (b) as a result of the occurrence of any of the events described
in Section 9(k) (excluding clause (i)(B) thereof), the Company shall not be obligated to reimburse (i) any defaulting Underwriter in the
case of clause (a) of this sentence, or (ii) or any Underwriter, in the case of clause (b) of this sentence, for any expenses except as
provided in Sections 8 and 11 hereof.
14. Research
Analyst Independence. The Company acknowledges that the Underwriters’ research analysts and research departments are required
to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and
that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research
reports with respect to the Company and/or the offering that differ from the views of their respective investment banking divisions. The
Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters
with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts
and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters’
investment banking divisions. The Company acknowledges that each of the Underwriters is a full service securities firm and as such from
time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold
long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this
Agreement.
15. No
Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services
the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between
the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency
relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters
are not acting as advisors, expert or otherwise and are not providing a recommendation or investment advice, to the Company, including,
without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company,
on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations and, as such,
not intended for use by any individual for personal, family or household purposes; (c) any duties and obligations that the Underwriters
may have to the Company shall be limited to those duties and obligations specifically stated herein; (d) the Underwriters and their respective
affiliates may have interests that differ from those of the Company; and (e) does not constitute a solicitation of any action by the Underwriters.
The Company hereby (x) waives any
claims that the Company may have against the Underwriters
with respect to any breach of fiduciary duty in connection with this offering and (y) agrees that none of the activities of the Underwriters
in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action
by the Underwriters with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial, regulatory
and tax advisors to the extent deemed appropriate.
16. Notices,
etc. All statements, requests, notices and agreements hereunder shall be in writing, and:
(a) if
to the Underwriters, shall be delivered or sent by mail or facsimile transmission to Barclays Capital Inc., 745 Seventh Avenue, New York,
New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 10(d),
to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; and
(b) if
to the Company, shall be delivered by mail to the address of the Company set forth in the Registration Statement, Attention: General Counsel,
with a copy to Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017.
Any such statements, requests, notices or agreements
shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement
given or made on behalf of the Underwriters by Barclays Capital Inc. on behalf of the Representatives.
17. Persons
Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and
their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except
that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to
be for the benefit of the affiliates, directors, officers and employees of the Underwriters and each person or persons, if any, who control
any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (b) the indemnity agreement
of the Underwriters contained in Section 10(c) of this Agreement shall be deemed to be for the benefit of the affiliates, directors,
officers and employees of the Company and any person controlling the Company within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons
referred to in this Section 17, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained
herein.
18. Survival.
The respective indemnities, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement
or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Stock and
shall remain in full force and effect, regardless of any investigation made by or on behalf of any of them or any person controlling any
of them.
19. Definition
of the Terms “Business Day”, “Affiliate” and “Subsidiary”. For purposes of this Agreement, (a)
“business day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking
institutions in New York are generally authorized or obligated by law or executive order to close, and (b) “affiliate”
and “subsidiary” have the meanings set forth in Rule 405 under the Securities Act.
20. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict
of laws principles (other than Section 5-1401 of the General Obligations Law).
21. WAIVER
OF JURY TRIAL. THE COMPANY AND THE UNDERWRITERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
22. Counterparts.
This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute
one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by
the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable
law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly
delivered and be valid and effective for all purposes.
23. Headings.
The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation
of, this Agreement.
24. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any of the Underwriters that are a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to
the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and
obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any of
the Underwriters that are a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special
Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to
no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed
by the laws of the United States or a state of the United States.
(c) As used in this Agreement:
(i) “BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
(ii) “Covered Entity”
means any of the following:
(A) a “covered entity”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(B) a “covered bank”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(C) a “covered FSI”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
(iii) “Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.
(iv) “U.S. Special Resolution
Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the
Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[Signature Pages
Follow]
If the foregoing correctly
sets forth the agreement among the Company and the Underwriters, please indicate your acceptance in the space provided for that purpose
below.
|
Very truly yours, |
|
|
|
Allegro MicroSystems,
Inc. |
|
|
|
|
By: |
/s/ Vineet
Nargolwala |
|
|
Name: Vineet
Nargolwala |
|
|
Title: President
and Chief Executive Officer |
Accepted:
Barclays Capital Inc.
Morgan Stanley & Co. LLC
For themselves and as Representatives
of the several Underwriters named
in Schedule I hereto
By Barclays
Capital Inc.
By: |
/s/ Tim Luke |
|
Name: Tim Luke |
|
Title: Vice Chairman |
By Morgan
Stanley & Co. LLC
By: |
/s/ Daniel Tay |
|
Name: Daniel Tay |
|
Title: Executive Director |
SCHEDULE I
Underwriters | |
Number of
Shares of
Firm Stock | |
Number of
Shares of
Option
Stock |
Barclays Capital Inc. | |
| 9,000,000 | | |
| 1,350,000 | |
Morgan Stanley & Co. LLC | |
| 7,125,000 | | |
| 1,068,750 | |
UBS Securities LLC | |
| 3,312,500 | | |
| 496,875 | |
BofA Securities, Inc. | |
| 1,500,000 | | |
| 225,000 | |
Mizuho Securities USA LLC | |
| 1,500,000 | | |
| 225,000 | |
Jefferies LLC | |
| 687,500 | | |
| 103,125 | |
PJT Partners LP | |
| 1,250,000 | | |
| 187,500 | |
Needham & Company, LLC | |
| 625,000 | | |
| 93,750 | |
Total | |
| 25,000,000 | | |
| 3,750,000 | |
SCHEDULE II
PERSONS DELIVERING LOCK-UP AGREEMENTS
Directors
David J. Aldrich
Kojiro Hatano
Katsumi Kawashima
Richard R. Lury
Susan D. Lynch
Joseph R. Martin
Mary G. Puma
Jennie M. Raubacher
Paul Carl Schorr IV
Yoshihiro Suzuki
Section 16 Officers
Vineet Nargolwala
Derek P. D’Antilio
Sharon S. Briansky
Michael C. Doogue
Max R. Glover
Erin E. Hagen
Suman Narayan
Roald G. Webster
SCHEDULE III
ORALLY CONVEYED PRICING INFORMATION
1. Public offering price: $24.00
2. Number of Firm Shares offered: 25,000,000
3. Number of Option Shares offered: 3,750,000
SCHEDULE IV
ISSUER FREE WRITING PROSPECTUSES – ROAD SHOW
MATERIALS
Investor Presentation, dated July 23, 2024
SCHEDULE V
WRITTEN TESTING-THE-WATERS COMMUNICATIONS
Investor Presentation, dated July 22, 2024
EXHIBIT A
LOCK-UP LETTER AGREEMENT
BARCLAYS CAPITAL INC.
MORGAN STANLEY & CO. LLC
As Representatives of the several
Underwriters named in Schedule I of the Underwriting Agreement,
c/o Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
The undersigned understands
that you and certain other firms (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting
Agreement”) providing for the purchase by the Underwriters of shares (the “Stock”) of common stock,
par value $0.01 per share (the “Common Stock”), of Allegro MicroSystems, Inc., a Delaware corporation (the “Company”),
and that the Underwriters propose to reoffer the Stock to the public (the “Offering”). Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
In consideration of the execution
of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees
that, without the prior written consent of Barclays Capital Inc. and Morgan Stanley & Co. LLC, on behalf of the Underwriters, the
undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction
or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any shares
of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned
in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon
exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any
swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership
of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock
or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be publicly filed a registration
statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible
into or exercisable or exchangeable for Common Stock or any other securities of the Company or (4) publicly disclose the intention to
do any of the foregoing for a period commencing
on the date hereof and ending on the 90th day
after the date of the Prospectus relating to the Offering (such 90-day period, the “Lock-Up Period”). The undersigned
acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction designed or intended,
or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Common Stock, or any securities
convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would
be made or executed by or on behalf of someone other than the undersigned.
The foregoing paragraph shall
not apply to (a) shares of Common Stock acquired from the Underwriters in the Offering or transactions relating to shares of Common Stock
or other securities acquired in the open market after the completion of the Offering; (b) transfers of shares of Common Stock or any security
convertible into Common Stock as a bona fide gift or gifts or for bona fide estate planning purposes; (c) sales or other dispositions
of shares of any class of the Company’s capital stock, including the Common Stock or any security convertible into Common Stock,
in each case that are made exclusively between and among the undersigned or members of the undersigned’s family (including, without
limitation, to any trust, limited partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned
or any members of the undersigned’s family), or affiliates of the undersigned, including its subsidiaries, partners (if a partnership),
members (if a limited liability company), stockholders (if a corporation) or any investment fund or other entity controlling, controlled
by, managing, or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance
of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed
by such partnership), (d) transfers of shares of Common Stock or any security convertible into Common Stock by will, testamentary document
or intestate succession upon the death of the undersigned, or pursuant to a court order or settlement agreement related to the distribution
of assets in connection with the dissolution of a marriage or civil union; provided that it shall be a condition to any transfer pursuant
to clauses (b)-(d) that (i) the transferee/donee agrees to be bound by the terms of this Lock-Up Letter Agreement (including, without
limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto and
(ii) that if any public reports or filings (including, without limitation, the disclosure requirements of the Securities Act of 1933,
as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) reporting a reduction in beneficial ownership of Stock shall be required or shall be voluntarily made during the
Lock-Up Period, (1) the undersigned shall provide the Underwriters with prior written notice informing them of such report or filing and
(2) such report or filing shall disclose that such donee, trustee, distributee or transferee, as the case may be, agrees to be bound in
writing by the restrictions set forth herein; (e) the exercise (including cashless exercise) of securities convertible into or exchangeable
for Common Stock exercise of stock options granted pursuant to the Company’s equity incentive plans or otherwise outstanding on
the date hereof; provided that the restrictions shall apply to shares of Common Stock issued upon such exercise or conversion, provided
that if such exercise requires the filing of a Form 4, then such Form 4 shall include an explanatory note to the effect that such Form
4 was made in respect of an exercise of warrants or the exercise of stock options and the restrictions set forth in this Lock-Up Letter
Agreement apply to the shares of common stock issued upon such exercise or conversion; (f) (x) sales of shares of Common Stock pursuant
to existing contracts, instructions or plans that satisfy all of the requirements of Rule 10b5-1 under the Exchange Act (each, a “Rule
10b5-1 Plan”) as in effect on the date of the Underwriting Agreement and (y) the establishment of any Rule 10b5-1 Plan,
provided that in the case of this clause (y) no
sales of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, shall be made pursuant to a Rule
10b5-1 Plan prior to the expiration of the Lock-Up Period and the Company shall not be required to report the establishment of such Rule
10b5-1 Plan in any public report or filing with the Commission under the Exchange Act during the lock-up period and does not otherwise
voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan (other than (i) any required disclosure on Form 10-Q
or Form 10-K, as applicable, or (ii) any disclosure that includes a statement to the effect that no transfers may be made pursuant to
such trading plan during the lock-up period); (g) any demands or requests for, the exercise of any right with respect to or the taking
of any action in preparation of, the registration by the Company under the Securities Act of the undersigned’s shares of Common
Stock; provided that no transfer of the undersigned’s shares of Common Stock registered pursuant to the exercise of any such right
and no registration statement shall be publicly filed under the Securities Act with respect to any of the undersigned’s shares of
Common Stock during the Lock-Up Period; (h) the transfer or disposition of Common Stock in respect of tax payments due upon the vesting
of equity-based awards pursuant to the Company’s equity incentive plans (provided that to the extent a public announcement or filing
under the Securities Act or Exchange Act, if any, is required of or voluntarily made during the Lockup Period by or on behalf of the undersigned
or the Company regarding the same, such announcement or filing shall include a statement to the effect that transactions relate solely
to such tax withholding payments); and (i) sales or other dispositions to a bona fide third party pursuant to a merger, consolidation,
tender offer or other similar transaction made to all holders of Common Stock and involving a Change of Control of the Company and approved
by the Company’s board of directors; provided that, in the event that such Change of Control is not completed, the undersigned’s
Common Stock and any security convertible into Common Stock shall remain subject to the restrictions contained herein. (“Change
of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one
transaction or a series of related transactions, to a person or group of affiliated persons, of the Company’s voting securities
if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the
Company or the surviving entity).
In furtherance of the foregoing,
the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute
a violation or breach of this Lock-Up Letter Agreement.
It is understood that, if the
Company notifies the Underwriters that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become
effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated
prior to payment for and delivery of the Stock, the undersigned will be released from its obligations under this Lock-Up Letter Agreement.
The undersigned understands
that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement.
Whether or not the Offering
actually occurs depends on a number of factors, including, without limitation, market conditions. Any Offering will only be made pursuant
to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.
The undersigned acknowledges
and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action
from the undersigned with respect to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory
and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that none of the Underwriters have
made any recommendation or provided any investment or other advice to the undersigned with respect to this Lock-Up Letter Agreement or
the subject matter hereof, and the undersigned has consulted its own legal, accounting, financial, regulatory, tax and other advisors
with respect to this Lock-Up Letter Agreement and the subject matter hereof to the extent the undersigned has deemed appropriate.
This Lock-Up Letter Agreement
and any transaction contemplated by this Lock-Up Letter Agreement shall be governed by and construed in accordance with the laws of the
State of New York.
The undersigned hereby consents
to receipt of this Lock-Up Letter Agreement in electronic form and understands and agrees that this Lock-Up Letter Agreement may be signed
electronically. In the event that any signature is delivered by facsimile transmission, electronic mail or otherwise by electronic transmission
evidencing an intent to sign this Lock-Up Letter Agreement, such facsimile transmission, electronic mail or other electronic transmission
shall create a valid and binding obligation on the undersigned with the same force and effect as if such signature were an original execution,
and delivery of this Lock-Up Letter Agreement by facsimile transmission, electronic mail or other electronic transmission is legal, valid
and binding for all purposes.
This Lock-Up Letter Agreement
shall automatically terminate upon the earliest to occur, if any, of (1) the termination of the Underwriting Agreement before the sale
of any Stock to the Underwriters, (2) September 30, 2024, in the event that the Underwriting Agreement has not been executed by that date,
provided that the Company, in its sole discretion, may, by written notice to the undersigned prior to such date, extend such date for
a period of up to three additional months, and (3) the Underwriters notifying the Company, or the Company notifying the Underwriters,
in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering.
[Signature page follows]
The undersigned hereby represents and warrants
that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned
will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be
binding upon the heirs, personal representatives, successors and assigns of the undersigned.
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Very truly yours, |
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By: |
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Name: |
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Title: |
Dated: __________________
Exhibit 5.1
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Exhibit 5.1 |
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Davis Polk & Wardwell llp
450 Lexington Avenue
New York, NY 10017
davispolk.com
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July 26, 2024
Allegro MicroSystems, Inc.
955 Perimeter Road
Manchester, New Hampshire 03103
Ladies and Gentlemen:
Allegro MicroSystems, Inc., a Delaware corporation (the “Company”),
has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-280960) (the “Registration
Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”),
certain securities, including the 28,750,000 shares of its common stock, par value $0.01 per share (the “Securities”)
to be sold pursuant to the Underwriting Agreement dated July 24, 2024 (the “Underwriting Agreement”) among the Company
and the several underwriters named therein (the “Underwriters”). The Securities include 3,750,000 shares that the Underwriters
have the option to purchase pursuant to the Underwriting Agreement.
We, as your counsel, have examined originals or copies of such documents,
corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of
rendering this opinion.
In rendering the opinion expressed herein, we have, without independent
inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted
to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all
natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and
officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact
in the documents that we reviewed were and are accurate.
Based upon the foregoing, we advise you that, in our opinion, when the
Securities have been issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, the Securities
will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to a current
report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and
further consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement, which is a part
of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
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