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

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, Shareholder severally and not jointly, jointly represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement Agreement, will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is not a natural person), as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair singly or in any the aggregate have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement of except (a) such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has may have already been obtained and or will be obtained prior to the Closing Date, (b) such as may be required by the securities securities, anti-fraud or Blue Sky laws of the various jurisdictions states or foreign jurisdictions, the rules of the New York Stock Exchange or the rules and regulations of FINRA in connection with the offer and sale of the Shares or (c) such that would not reasonably be expected to be sold by have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (e) Such Selling Shareholder has delivered to the Representatives an executed lock-up agreement (the “Lock-up Agreement”) in substantially the form attached hereto as Exhibit A. (i) The Registration Statement, when it became effective, did not contain contain, and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited in all respects to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with any information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show, or the Prospectus or any amendments or supplements thereto; , it being understood and agreed that the only written information furnished to the Company by each such Selling Shareholder expressly for use consists of the name of such Selling Shareholder, the number of shares offered by such Selling Shareholder and the address and other information with respect to such Selling Shareholder (excluding percentages) that appear in the Registration Statement, the Time of Sale Prospectus, the Prospectus Statement or any amendments or supplements thereto is Prospectus in the information relating table (and corresponding footnotes) under the caption “Selling Stockholders” (with respect to such each Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (, the “Selling Shareholder Information”). Neither such Selling Shareholder nor any person acting on behalf of such Selling Shareholder (other than, if applicable, the Company and the Underwriters) has prepared, used or referred to, and will not, without the Representatives’ prior consent, prepare, use or refer to, any free writing prospectus relating to the Shares. (fg) Each Such Selling Shareholder represents and warrants has not taken, directly or indirectly, any action that no stamp is designed to or other issuance that has constituted or transfer taxes that could reasonably be expected to cause or duties and no other taxes are result in the stabilization or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or manipulation of the price of any political subdivision or taxing authority thereof, on or security of the Company in connection with the payments made under this Agreement by offering of the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this AgreementShares.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, Shareholder severally and not jointly, jointly represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Shareholder and the Company, as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”), will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or incorporation, by-laws or other constitutive or organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is a legal entity), as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), ) and (iii) and (iv), where for such contravention that would not impair in any have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under this Agreementconsummate the transactions contemplated hereby, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Shareholder, except (A) such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the Securities Act, the Exchange Act and the securities or Blue Sky laws of the various jurisdictions states and (B) such others as have been obtained in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder hashas (or, upon the exercise of vested stock options into Ordinary Shares, will have on or prior to the Closing Date), and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and constitute valid and legally binding obligations of each such Selling Shareholder enforceable in accordance with their terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (ii) enforceability of any indemnification or contribution provision that may be limited under the federal and state securities laws. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (w) the Underwriters are purchasing such Shares without notice of any adverse claim, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (f) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (g) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) as of the Applicable Time, the Time of Sale Prospectus does notdid not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, and at in the time of each sale light of the Shares in connection circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, any broadly available road show, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations underunder this Agreement, this Agreement will not contravene (i) any provision of applicable lawlaw applicable to such Selling Shareholder, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is a corporation, as applicablelimited liability company, partnership or other entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair singly or in any the aggregate, have a material respect such adverse effect on the ability of the Selling Shareholder’s ability Shareholders to fulfill its obligations under consummate the transactions contemplated by this Agreement, Agreement and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except (i) such consentas may have already been obtained, approval, authorization or order of, or qualification, as has been obtained and (ii) such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of FINRA in connection with the offer and sale of the Shares or (iii) such that would not reasonably be expected to be sold by have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of (as defined in Section 8-501 102 of the New York Uniform Commercial Code Code) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) With respect to any Selling Shareholder that is a non-U.S. person, no stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other taxes or duties are payable by or on behalf of the Underwriters, the Company or any of its subsidiaries in India, the UK or Ireland, or to any taxing authority thereof or therein in connection with (i) the execution, delivery or consummation of this Agreement, (ii) the sale and delivery of the Shares to the Underwriters or purchasers procured by the Underwriters, or (iii) the resale and delivery of the Shares by the Underwriters in the manner contemplated herein. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts account of the Underwriters ▇▇▇▇▇▇▇ ▇▇▇▇▇ (assuming that neither DTC nor any such Underwriter ▇▇▇▇▇▇▇ Sachs has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters ▇▇▇▇▇▇▇ ▇▇▇▇▇ will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of (as defined in Section 8-102 of the UCC, ) to such Shares may be asserted against the Underwriters ▇▇▇▇▇▇▇ Sachs with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of (as defined in Section 8-102 of the UCC UCC) and (z) appropriate entries to the accounts account of the several Underwriters ▇▇▇▇▇▇▇ ▇▇▇▇▇ on the records of DTC will have been made pursuant to the UCC. (f) Such Selling Shareholder has delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , except that the representations and warranties set forth in this paragraph 2(e2(g) are limited in all respects to statements or omissions made in reliance upon and in conformity with the information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that for purposes of this Agreement, the only written information furnished to the Company by each such Selling Shareholder expressly for use consists of the name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder (excluding percentages) which appear in the Registration Statement, the Time of Sale Prospectus, statement or the Prospectus or any amendments or supplements thereto is in the information relating table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to such each Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (, the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, as applicable, severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair singly or in any the aggregate, reasonably be expected to have a material respect adverse effect on such Selling Shareholder’s ability to fulfill perform of its obligations under this Agreement, and no . No consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except (i) such consentas may have already been obtained, approval, authorization or order of, or qualification, as has been obtained and (ii) such as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares or (iii) such that would not reasonably be expected to be sold by have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date and any Option Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts account of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (e) Such Selling Shareholder has delivered to the Underwriter an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (f) Such Selling Shareholder has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares in violation of Regulation M under the Exchange Act. (g) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement. (i) The the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5‎5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(g) are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; , it being understood and agreed that for purposes of this Agreement, the only written information furnished to the Company by each such Selling Shareholder expressly for use consists of the name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder (excluding percentages) which appear in the Registration Statement, the Time of Sale Prospectus, the Prospectus Statement or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth Prospectus in the section table (and corresponding footnotes) under the caption “The Selling Shareholders” (except for the percentages set forth therein) (with respect to each Selling Shareholder, the “Selling Shareholder Information”). (fi) Each None of such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (currently Crimea, Cuba, Iran, North Korea and Syria). (ii) Except as permitted for a Person required to comply with Sanctions, such Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Except as permitted for a Person required to comply with Sanctions, for the past five years, such Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (a) None of such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) such Selling Shareholder and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (v) The operations of such Selling Shareholder and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (j) Such Selling Shareholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Code or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (k) The Selling Shareholder that is a non-U.S. person (the “Non-U.S. Selling Shareholder”) represents that no stamp stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other issuance or transfer taxes or duties and no other taxes are payable by or will be required on behalf of the Underwriter, the Company or any of its subsidiaries in the Netherlands or to be withheld any taxing authority thereof or deducted, or otherwise imposed on such Selling Shareholder, by therein in connection with (i) India the execution, delivery or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under consummation of this Agreement by the Non-U.S. Selling Shareholder, (ii) the sale and delivery of the Shares by the Non-U.S. Selling Shareholder to the Underwriter to or for purchasers procured by the account Underwriter, or (iii) the resale and delivery of such Shares by the Underwriter in the manner contemplated herein. (l) The Non-U.S. Selling Shareholder as set forth in has the Time of Sale Prospectus and the Prospectuspower to submit, and pursuant to Section 20(a) has, to the terms extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 20(a)), and has the power to designate, appoint and empower, and pursuant to Section 20(b), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this AgreementAgreement in any of the Specified Courts.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters and the Company that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The Assuming the accuracy of the representations of the other parties hereto and the performance by the other parties of their agreements hereunder, the execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation formation, certificate of limited partnership, limited partnership agreement or by-laws or other organizational documents limited liability company agreement, each as amended to date, as applicable, of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses clause (i), (iii) and (iv), where such contravention ) as would not impair result in any a material respect adverse effect on such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no . (c) No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may (i) have previously been made or obtained, (ii) be required under the Securities Act or the Exchange Act and (iii) be required by the state securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (cd) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within to the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares Units to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares Units to be sold by such Selling Shareholder. (e) Delivery of the Units to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon and payment for the Shares to be sold by such Selling Shareholder therefor pursuant to this Agreement, delivery of Agreement will pass valid title to such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee free and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice clear of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCCNew York Uniform Commercial Code, to each Underwriter who has purchased such Shares may be asserted against Units without notice of an adverse claim. (f) The collective reference to the Underwriters with respect name of such Selling Shareholder, the number of shares of Common Stock beneficially owned by such Selling Shareholder, after giving effect to such security entitlement; for purposes any conversions of this representation, convertible securities or exercises of warrants and the information set forth in the applicable footnotes relating to such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered as set forth under “Selling Shareholders” in the name of Cede or another nominee designated by DTC, in each case on Prospectus Supplement (the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y“Selling Shareholder Information”) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinsuch statements, in the light of the circumstances under which they such statements were made, not misleading; provided that . (g) Subject to and except with respect to the representations and warranties set forth right to purchase Shares in the offering of the Shares pursuant to this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to Agreement, such Selling Shareholder furnished hereby waives all rights under Section 4.1 of the Amended and Restated Stockholders’ Agreement, dated as of January 9, 2009, among the Company and the Selling Shareholders, with respect to the Company in writing by or on behalf offering of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, as to itself represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Shareholder and [•], as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws (or other similar organizational documents documents) of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation or other entity), or (iii) any agreement or other instrument binding upon such Selling Shareholder Shareholder, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, exceptprovided that, in the case of clauses (i), ) and (iii) and (iv)above, where for any such contravention that would not impair individually or in any material respect the aggregate materially interfere with the consummation of the transactions contemplated by the Agreement or the Custody Agreement and Power of Attorney or the ability of such Selling Shareholder’s ability Shareholder to fulfill perform its obligations under this Agreementhereunder and thereunder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the United States federal and state securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares. (c) With respect to the Shares to be sold by such Selling Shareholder or as would not impair in any material respect that are outstanding on the date hereof, such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder has, has and immediately prior to on the Closing Date will have, and with respect to such Shares to be sold upon exercise of warrants, on the Closing Date such Selling Shareholder will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances (other than those created by the Custody Agreement and Power of Attorney) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditor rights and to general principles of equity. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (f) Neither the Selling Shareholder, nor, to the knowledge of the Selling Shareholder, any of its subsidiaries, nor, any of their respective directors, officers, or employees has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage. (g) Such Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions. (h) Such Selling Stockholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5)Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 2(g) do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein; provided that the representations and warranties set forth in this paragraph 2(e2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, any broadly available road show, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fj) Each Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deductedhas executed a “lock-up” agreement, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth substantially in the Time form of Sale Prospectus Exhibit A hereto, relating to sales and certain other dispositions of Ordinary Shares or certain other securities, that is in full force and effect as of the Prospectus, date hereof and pursuant to shall be in full force and effect as of the terms of this AgreementClosing Date.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointlysolely with respect to itself, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder Shareholders of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement to be signed by such Selling Shareholder and Computershare Trust Company, N.A., as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or incorporation, by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or Shareholder, (iviii) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv), where any such contravention as would not impair in any material respect affect the validity of the Shares to be sold by such Selling Shareholder’s Shareholder or materially impair the ability of such Selling Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, ; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or, if applicable, the Custody Agreement or Power of Attorney of such Selling Shareholder, except such consent(a) as have been made or obtained under the Securities Act or the Exchange Act, approval(b) the consents, authorization approvals, authorizations, registrations or order of, or qualification, as has been obtained and qualifications as may be required by Financial Industry Regulatory Authority, Inc. (“FINRA”) and the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares, and (c) any such consent as would not affect the validity of the Shares to be sold by such Selling Shareholder or as would not materially impair in any material respect the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this AgreementAgreement or the Time of Sale Prospectus. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances adverse claims (within the meaning of Section 8-102 of the UCC) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney will be duly authorized, executed and delivered by such Selling Shareholder and will be valid and binding agreements of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) UCC to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (f) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (g) (i) The Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iiiii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiivi) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements supplement thereto; it being , which information is understood and agreed that the only written information furnished to be limited to the Company by each information regarding such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, Prospectus under the Prospectus or any amendments or supplements thereto is the information relating to such caption “Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision statute, rule, regulation or order of applicable lawany governmental agency or body or any court, domestic or foreign, having jurisdiction over such Selling Shareholder, (ii) the certificate of incorporation limited partnership or by-laws or other organizational documents limited partnership agreement of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has have been obtained and made under the Securities Act, such as may be required by the Exchange Act or the rules and regulations thereunder or as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (e) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and and, at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date and at any Option Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Companyand supplemented, if applicable, will not, contain include any 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, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not include any 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 and (iiiv) the Prospectus Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, will not contain include, as of its date, at the Closing Date and at any Option Closing Date, any 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 the representations and warranties set forth in this paragraph 2(e2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such the Selling Shareholder furnished to the Company in writing by or on behalf of such the Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; , it being understood and agreed that the only written information furnished by the Selling Shareholder consists of the name of the Selling Shareholder, the number of offered shares and the address and other information with respect to the Company by each Selling Shareholder expressly for use (excluding percentages) which appear in the Registration Statement, the Time of Sale Prospectus, any issuer free writing prospectus, road show, any preliminary prospectus and the Prospectus (or any amendments supplement or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth amendment thereto) in the section table (and corresponding footnotes) under the caption “Principal and Selling ShareholdersStockholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fg) Each (i) None of such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required any of its subsidiaries, or, to be withheld or deducted, or otherwise imposed on the knowledge of such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable)any director, officer, employee, agent, representative, or any political subdivision or taxing authority affiliate thereof, on is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in connection with a country or territory that is the payments made under this Agreement by the Underwriter to or for the account subject of such Selling Shareholder as set forth in the Time of Sale Prospectus Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and the Prospectus, and pursuant to the terms of this AgreementSyria).

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that it is not (1) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (2) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or (3) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (g) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) India, Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, and, in the case of the Selling Shareholders named in Schedule I(b) hereto, the Custody Agreement signed by such Selling Shareholder and American Stock Transfer & Trust Company, LLC as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws (or other equivalent organizational documents documents) of such Selling ShareholderShareholder (if such Selling Shareholder is other than a natural person), as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where for any such contravention contraventions that would not impair not, individually or in any material respect the aggregate, materially interfere with the consummation of the transactions contemplated by this Agreement and, in the case of the Selling Shareholders named in Schedule I(b) hereto, the Custody Agreement or the Power of Attorney or the ability of such Selling Shareholder’s ability Shareholder to fulfill perform its obligations under this Agreementhereunder and, if applicable, thereunder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required to be obtained by such Selling Shareholder for the performance by such Selling Shareholder of its obligations under this Agreement or, if applicable, the Custody Agreement or Power of Attorney of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by or such Selling Shareholder as may have previously been obtained or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreementmade. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances (in the case of the Selling Shareholders named in Schedule I(b) hereto, other than those created by the Custody Agreement and Power of Attorney) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and, if applicable, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) In the case of the Selling Shareholders named in Schedule I(b) hereto, the Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (f) Such Selling Shareholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (g) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain contain, as of the date of such amendment or supplement, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, as of the date of this Agreement, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, that the representations and warranties set forth in this paragraph 2(e2(g) are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; , it being understood and agreed that the only written information furnished to the Company by each such Selling Shareholder expressly for use consists of the name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder (excluding percentages) which appear in the Registration Statement, the Time of Sale Prospectus, Prospectus in the Prospectus or any amendments or supplements thereto is table (and corresponding footnotes) under the information relating caption “Principal and Selling Stockholders” (with respect to such each Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (, the “Selling Shareholder Information”). (fh) Each Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deductedhas executed a “lock-up” agreement, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth substantially in the Time form of Sale Prospectus Exhibit A hereto, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, that is in full force and effect as of the Prospectus, date hereof and pursuant to shall be in full force and effect as of the terms of this AgreementClosing Date.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorizedauthorized (if such Selling Shareholder is not a natural person), executed and delivered by or on behalf of such Selling ShareholderShareholder and the transactions contemplated by this Agreement have been duly authorized by or on behalf of such Selling Shareholder (if such Selling Shareholder is not a natural person). (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is a corporation, as applicablelimited liability company, partnership or other entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, have a material respect such adverse effect on the ability of the Selling Shareholder’s ability Shareholders to fulfill its obligations under consummate the transactions contemplated by this Agreement, Agreement and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except (i) such consentas may have already been obtained, approval, authorization or order of, or qualification, as has been obtained and (ii) such as may be required by the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares by the securities, anti-fraud or Blue Sky laws of the various states, the approval for listing of the Shares on the New York Stock Exchange and the approval of the underwriting terms and arrangements by the Financial Industry Regulatory Authority, Inc. or (iii) such that would not reasonably be expected to be sold by have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” (within the meaning of Section 8-501 102(a)(17) of the New York Uniform Commercial Code in respect of, (the “NYUCC”)) to the Shares to be sold by such Selling Shareholder pursuant to this Agreement in a securities account maintained with DTC, free and clear of all security interests, any claims, liens, equities or other encumbrances and the legal right and powerencumbrances, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver assuming that the Underwriter acquires its interest in the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (NYUCC), upon the “UCC”)) crediting of such Shares to the securities account of the Underwriter maintained with DTC and payment therefor by the Underwriter, as provided herein, the Underwriter will acquire a security entitlement to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares claim may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery payment and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC NYUCC and (zy) appropriate entries to the accounts account of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCCNYUCC. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , except that the representations and warranties set forth in this paragraph 2(e2(d) are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; , it being understood and agreed that for purposes of this Agreement, the only written information furnished to the Company by each such Selling Shareholder expressly for use consists of the name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder (excluding percentages) which appear in the Registration Statement, the Time of Sale Prospectus, the Prospectus Statement or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth Prospectus in the section table (and corresponding footnotes) under the caption “Selling Shareholders” (except for the percentages set forth therein) (with respect to each Selling Shareholder, the “Selling Shareholder Information”). (fe) Each With respect to any Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deductedis a non-U.S. person, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in has the Time of Sale Prospectus and the Prospectuspower to submit, and pursuant to Section 19(a) has, to the terms extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 19(a)), and has the power to designate, appoint and empower, and pursuant to Section 19(b), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this AgreementAgreement in any of the Specified Courts. (f) Such Selling Shareholder has executed a “lock-up” agreement, substantially in the form of Exhibit A hereto, relating to sales and certain other dispositions of Ordinary Shares or certain other securities, that is in full force and effect as of the date hereof and shall be in full force and effect as of the Closing Date.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Custody Agreement signed by such Selling Shareholder and American Stock Transfer & Trust Company, LLC, as Custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation incorporation, certificate of formation, bylaws, limited liability company agreement or by-laws or other organizational documents limited partnership agreement, as applicable, of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder that is material to such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except that in the case of clauses (i‎(i), (iii‎(iii) and (iv)‎(iv) above, where such contravention would not impair not, individually or in any the aggregate, reasonably be likely to have a material respect adverse effect (1) on such Selling Shareholder’s , or (2) on the power or ability of such Selling Shareholder to fulfill perform its obligations under each of this Agreement, Agreement and no the Custody Agreement or to consummate the transactions contemplated hereby and by the Time of Sale Prospectus. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholderand the Custody Agreement, except (x) such consent, approval, authorization or order of, or qualification, as has previously been obtained and as obtained, (y) may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares or (z) where the failure to obtain any such consent, approval, authorization or order, or qualification would not, individually or in the aggregated, reasonably be sold by expected to have a material adverse effect on the ability of such Selling Shareholder or as would not impair to consummate the transactions contemplated in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement and the Custody Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 8‑501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 8‑105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 8‑303 of the UCC, (B) under Section 8-501 8‑501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 8‑102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 8‑102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5‎5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e‎2(f) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; , it being understood and agreed that the only written such information furnished is limited to the Company by each name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder expressly for use that appear in the footnotes under the caption “Selling Stockholders” in the Registration Statement, the any Time of Sale Prospectus, the Prospectus Prospectus, any issuer free writing prospectus and any amendment or any amendments or supplements supplement thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (collectively, the “Selling Shareholder Information”). (fg) Each Such Selling Shareholder represents and warrants that no stamp will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other issuance Person: (i) to finance any activities or transfer taxes business of or duties and no other taxes are with any Person or will be required in any country or territory that, at the time of such financing, is the subject of any sanctions administered or enforced by OFAC; or (ii) in furtherance of an offer, payment, promise to be withheld or deductedpay, or otherwise imposed on authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable anti-corruption laws; provided that the foregoing shall not apply with respect to the distribution of the proceeds of the offering to any of such Selling Shareholder, by (i) India ’s direct or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with indirect limited partners once such proceeds are no longer under the payments made under this Agreement by the Underwriter to or for the account control of such Selling Shareholder as set forth in if prior to such distribution such Selling Shareholder has no knowledge that such proceeds will be used for any of the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementforegoing purposes.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to to, and agrees with with, each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents or partnership agreements of such Selling Shareholder, as applicableor other applicable governing document, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv), where such contravention as would not impair not, individually or in any material respect such the aggregate, reasonably be expected to have a materially adverse effect on the ability of the Selling Shareholder’s ability Shareholders to fulfill its obligations under consummate the transactions contemplated by this AgreementAgreement (a “Selling Shareholder Material Adverse Effect”). Further, and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement of such that, if not obtained, would not, individually or in the aggregate reasonably be expected to have a Selling Shareholder, except such consent, approval, authorization Shareholder Material Adverse Effect or order of, or qualification, as has been obtained and as which may be required by the applicable securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date and the Option Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement on such date free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim claim” (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporationorganizational documents, bylaws partnership agreements and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (ie) The Registration Statement, when it became effective, did Such Selling Shareholder has delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (f) Such Selling Shareholder has not contain and, as amended or supplemented, if applicable, taken and will not contain take, directly or indirectly, any untrue statement of a material fact action that is designed to or omit that has constituted or might reasonably be expected to state a material fact required to be stated therein cause or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale result in stabilization or manipulation of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light price of the circumstances under which they were made, not misleading and Shares. (iiig) To the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain extent that any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments amendment or supplements thereto; it being understood supplement thereto are made in reliance upon and agreed that in conformity with the only written information relating to such Selling Shareholder furnished to the Company by each such Selling Shareholder expressly for use in the therein, such Registration Statement, the Time of Sale Prospectus, the Prospectus or and any further amendments or supplements thereto is do not and will not contain any untrue statement of a material fact or omit to state any material fact (in the case of the Registration Statement, required to be stated therein) or necessary to make the statements therein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading; it being understood and agreed that the only such information relating furnished by such Selling Shareholder to the Company consists of (A) the legal name, address and the number of Shares beneficially owned by such Selling Shareholder before and after the offering and (B) the other information with respect to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth Shareholder (excluding percentages) which appear in the section table (and corresponding footnotes) under the caption “Selling ShareholdersStockholders” (except for in the percentages set forth therein) Prospectus (the “Selling Shareholder Information”). (fi) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on None of such Selling Shareholder, any of its subsidiaries, or any director or officer thereof, or, to the knowledge of such Selling Shareholder, any employee, agent, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (iA) India the subject or target of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject or target of Sanctions (including, without limitation, the so-called Donstsk People’s Republic, the so-called Luhansk People’s Republic, or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria). (ii) Mauritius Such Selling Shareholder will not, directly or Singapore (as applicable)indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any political subdivision subsidiary, joint venture partner or taxing authority thereof, on other Person: (A) to fund or facilitate any activities or business of or with any Person or in connection any country or territory that, at the time of such funding or facilitation, is the subject or target of Sanctions, except to the extent permitted for a Person required to comply with Sanctions; or (B) in furtherance of any offer, payment, promise to pay, or authorization of the payments made payment or giving of money, or anything else of value, to any Person in violation of any Anti-Money Laundering Laws or any applicable anti-bribery or anti-corruption laws. Provided that this Section 2(h)(ii) shall not apply with respect to the distribution of the proceeds of the offering to any of such Selling Shareholder’s direct or indirect limited partners once such proceeds are no longer under this Agreement by the Underwriter to or for the account control of such Selling Shareholder as set forth if prior to such distribution such Selling Shareholder has no knowledge that such proceeds will be used for any of the foregoing purposes. (i) Such Selling Shareholder has been duly organized and is validly existing and in good standing (or foreign equivalent) under the laws of its jurisdiction of organization, with power and authority (corporate and other) to enter into this Agreement. (j) The obligations of the Selling Shareholders hereunder shall not be terminated by operation of law, in the Time case of Sale Prospectus and a partnership or corporation, by the Prospectusdissolution of such partnership, and pursuant limited liability company or corporation, or by the occurrence of any other event; if any such partnership, limited liability company or corporation should be dissolved, or if any other such event should occur, before the delivery of the Shares to be sold by such Selling Shareholder hereunder, certificates representing the Shares to be sold by such Selling Shareholder hereunder shall be delivered by or on behalf of the Selling Shareholders in accordance with the terms and conditions of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorizedauthorized (if a non-natural person), executed and delivered by or on behalf of such Selling Shareholder, as applicable. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Shareholder and Computershare Inc., as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for The Custody Agreement and the Power of Attorney have been duly authorized (if a non-natural person), executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (e) Delivery of the Shares to be sold by such Selling Shareholder and payment therefor pursuant to this Agreement, delivery of Agreement will pass valid title to such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee free and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice clear of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCCNew York Uniform Commercial Code, to each Underwriter who has purchased such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes without notice of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCCan adverse claim. (if) Such Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section 1 are not true and correct. Such Selling Shareholder is not prompted by any material non-public information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (g) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, each broadly available road show, if any, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointlysolely with respect to itself, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder Shareholders of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or incorporation, by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or Shareholder, (iviii) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iviii), where any such contravention as would not impair in any material respect affect the validity of the Shares to be sold by such Selling Shareholder’s Shareholder or materially impair the ability of such Selling Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, ; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or, if applicable, Power of Attorney of such Selling Shareholder, except such consent(a) as have been made or obtained under the Securities Act or the Exchange Act, approval(b) the consents, authorization approvals, authorizations, registrations or order of, or qualification, as has been obtained and qualifications as may be required by Financial Industry Regulatory Authority, Inc. (“FINRA”) and the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares, and (c) any such consent as would not affect the validity of the Shares to be sold by such Selling Shareholder or as would not materially impair in any material respect the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this AgreementAgreement or the Time of Sale Prospectus. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances adverse claims (within the meaning of Section 8-102 of the UCC) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Power of Attorney will be duly authorized, executed and delivered by such Selling Shareholder and will be valid and binding agreement of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) UCC to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (f) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (g) (i) The Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iiiii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiivi) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements supplement thereto; it being , which information is understood and agreed that the only written information furnished to be limited to the Company by each information regarding such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, Prospectus under the Prospectus or any amendments or supplements thereto is the information relating to such caption “Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each of the Selling ShareholderShareholders hereby represents and warrants, severally and not jointly, represents and warrants to and agrees with each of the Underwriters thatUnderwriter as follows: (a) The Selling Shareholder has caused certificates for the number of Shares to be sold by such Selling Shareholder hereunder to be delivered to _______________ (the "Custodian"), endorsed in blank or with blank stock powers duly executed, with a signature appropriately guaranteed, such certificates to be held in custody by the Custodian for delivery, pursuant to the provisions of this Agreement and an agreement dated ____________, 1999 between the Custodian and the Selling Shareholder (the "Custody Agreement"). (b) The Selling Shareholder has granted an irrevocable power of attorney (the "Power of Attorney") to the person named therein, on behalf of the Selling Shareholder, to execute and deliver this Agreement and any other document necessary or desirable in connection with the transactions contemplated hereby and to deliver the shares to be sold by the Selling Shareholder pursuant hereto. (c) This Agreement, the Custody Agreement, the Power of Attorney and the Lock-Up Agreement has have each been duly authorized, executed and delivered by or on behalf of such the Selling Shareholder.Shareholder and, assuming due authorization, execution and delivery by the other (bd) The execution and delivery by such the Selling Shareholder of, of this Agreement and the performance by such the Selling Shareholder of its obligations under, under this Agreement (i) will not contravene (i) any provision of applicable law, statute, regulation or (ii) the certificate of incorporation filing or by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such the Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such the Selling Shareholder, except, in the case of clauses (i), (iiiii) and (iv), where such contravention would does not impair in require any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, of or qualification with, registration or filing with any court or governmental agency or body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholderhaving jurisdiction over it, except (assuming the accuracy of Section 4(x) above) such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or and Blue Sky laws of the various jurisdictions states and any actions required by the NASD in connection with the offer and sale of the Shares which have been or will be effected in accordance with this Agreement, (iii) does not and will not violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to be sold by such the Selling Shareholder or (iv) will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to the terms of any agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound or to which any of the property or assets of the Selling Shareholder is subject, except in each case as would not impair in any have a material respect such adverse effect on the Selling Shareholder’s 's ability to fulfill its perform his or her obligations under this Agreementhereunder. (ce) Such The Selling Shareholder has, and immediately prior to on the Firm Shares Closing Date will have, valid good and marketable title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, to the Shares to be sold by such the Selling Shareholder pursuant to this Agreement free and clear of all any lien, claim, security interests, claims, liens, equities interest or other encumbrances encumbrance, including, without limitation, any restriction on transfer, except as otherwise described in the Registration Statement and the legal right and powerProspectus. (f) The Selling Shareholder has, and all authorization on the Firm Shares Closing Date will have, full legal right, power and authorization, and any approval required by law, to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Shareholder or a security entitlement in respect of such Sharesthe manner provided by this Agreement. (dg) Upon delivery of and payment for the Shares to be sold by such the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the several Underwriters will acquire a valid security entitlement in respect of such Shares receive good and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, marketable title to such Shares may be asserted against the Underwriters with respect to such free and clear of any lien, claim, security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede interest or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCCother encumbrance. (ih) The All information relating to the Selling Shareholder furnished in writing by the Selling Shareholder expressly for use in the Registration StatementStatement is, when it became effectiveand on each Closing Date will be, did not contain andtrue, as amended or supplementedcorrect, if applicableand complete, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus and does not, and at the time of on each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, such information not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with . All information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement Agreement, will not contravene (i) any provision of applicable law, or (ii) the operating agreement, limited liability company agreement, partnership agreement, certificate of incorporation or incorporation, by-laws or other organizational documents equivalent document of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, Shareholder except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement Agreement, of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (e) Such Selling Shareholder has delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (f) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(f) are limited to statements or omissions made in reliance upon and in conformity with information relating to such any Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statementtherein, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written such information furnished by the Selling Shareholders consists of the following information in the Prospectus furnished on behalf of each Selling Shareholder: the name and address of each Selling Shareholder, the number of shares to the Company be sold by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or and any amendments or supplements footnotes regarding beneficial ownership related thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fi) Each None of such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof, is a Person that is, or is 50% or more owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of comprehensive territorial Sanctions (at present, including, without limitation, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic regions of Ukraine, or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Shareholder will not, directly or knowingly indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions in violation of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Such Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions in violation of Sanctions. (a) None of such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative or controlled affiliate, in each case in their capacity as such, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) such Selling Shareholder and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (v) The operations of such Selling Shareholder and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (vi) Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by it is not (i) India or an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) Mauritius a plan or Singapore account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (as applicable)iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementotherwise.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement Agreement, will not contravene any provision of (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iviii), where for such contravention conflicts as would not impair not, individually or in any the aggregate, reasonably be expected to have a material respect such adverse effect on the ability of the Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Shareholder, except (A) such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states or by FINRA or the NYSE in connection with the offer and sale of the Shares Shares, (B) for the registration under the Act of the Shares, (C) such consents, approvals, authorizations, orders, registrations or qualifications that have been, or prior to the Closing Date will be, obtained or made and, (D) where the failure to obtain any such consent, approval, authorization, order, registration or qualification would not reasonably be sold by such expected to materially impair the ability of the Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and immediately has valid title to the Units to be exchanged for Shares prior to the Closing Date or the Option Closing Date, as the case may be, pursuant to the exchange described herein, free and clear of all security interests, claims, liens, equities or other encumbrances other than as disclosed in the Time of Sale Prospectus and the Prospectus; upon the completion of the exchange described herein, such Selling Shareholder will have, on the Closing Date or the Option Closing Date, as the case may be, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement Shareholder, free and clear of all security interests, claims, liens, equities or other encumbrances other than as disclosed in the Time of Sale Prospectus and the Prospectus; and such Selling Shareholder has the legal right and power, and all authorization and approval required by law, to enter into this Agreement Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, law and (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (i) The Selling Shareholder Information (as defined below) contained in the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Selling Shareholder Information contained in the Prospectus or Time of Sale Prospectus does not, not and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact and does not or will not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided it being understood and agreed that for all purposes of this Agreement, the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with only information relating to such Selling Shareholder furnished to the Company in writing and the Underwriters by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time thereto consists of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the any information relating to its holdings of Common Shares set forth such Selling Shareholders in the section table (including the footnotes thereto) under the heading “Selling ShareholdersStockholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant the “Selling Shareholder Information” for such Selling Shareholder shall be limited to the terms of this Agreementsuch information.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate agreement of incorporation or by-laws or other organizational documents trust of such Selling ShareholderShareholder (if such Selling Shareholder is a trust), as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and - (iv), where any such contravention in the aggregate would not impair reasonably be expected to result in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreementa Material Adverse Effect, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except where the failure to obtain or make any such consent, approval, authorization authorization, registration or order ofqualification would not, individually or qualificationin the aggregate, as has been obtained and as may reasonably be required by the securities or Blue Sky laws of the various jurisdictions expected to result in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreementa Material Adverse Effect. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate articles of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (e) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , except that the representations and warranties set forth in this paragraph 2(e2(g) are limited apply solely to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such the Selling Shareholder Shareholders expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written such information furnished to the Company by each any Selling Shareholder expressly for use consists of (x) the legal name and address of such Selling Shareholder and (y) the number of shares of Common Stock owned by such Selling Shareholder before and after the offering (excluding percentages) that appears in the Registration Statement, table (and corresponding footnotes) under the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name caption “Principal and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fi) Each None of such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required any of its subsidiaries, if any, or, to be withheld or deducted, or otherwise imposed on the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, trustee or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (iA) India the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria). (ii) Mauritius Such Selling Shareholder will not, directly or Singapore (as applicable)indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any political subdivision subsidiary, joint venture partner or taxing authority thereof, on other Person: (A) to fund or facilitate any activities or business of or with any Person or in connection any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) For the past five years, such Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the payments made under this Agreement by time of the Underwriter to dealing or for transaction is or was the account subject of Sanctions. (iv) (a) None of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectusor its subsidiaries, and pursuant if any, or, to the terms knowledge of this Agreementsuch Selling Shareholder, any director, officer, employee, agent, representative, trustee or affiliate thereof has taken or will take any action in furtherance of an unlawful offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any anti-corruption laws applicable to such Selling Shareholder and its subsidiaries, if any; (b) such Selling Shareholder and its subsidiaries, if any, have conducted their businesses in compliance with anti-corruption laws applicable to such Selling Shareholder and its subsidiaries, if any; and (c) neither the Selling Shareholder nor any of its subsidiaries, if any, will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any anti-corruption laws applicable to such Selling Shareholder and its subsidiaries, if any.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Custody Agreement signed by such Selling Shareholder and American Stock Transfer & Trust Company, LLC, as Custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation incorporation, certificate of formation, bylaws, limited liability company agreement or by-laws or other organizational documents limited partnership agreement, as applicable, of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder that is material to such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except that in the case of clauses (i‎(i), (iii‎(iii) and (iv)‎(iv) above, where such contravention would not impair not, individually or in any the aggregate, reasonably be likely to have a material respect adverse effect (1) on such Selling Shareholder’s , or (2) on the power or ability of such Selling Shareholder to fulfill perform its obligations under each of this Agreement, Agreement and no the Custody Agreement or to consummate the transactions contemplated hereby and by the Time of Sale Prospectus. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholderand the Custody Agreement, except (x) such consent, approval, authorization or order of, or qualification, as has previously been obtained and as obtained, (y) may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares or (z) where the failure to obtain any such consent, approval, authorization or order, or qualification would not, individually or in the aggregated, reasonably be sold by expected to have a material adverse effect on the ability of such Selling Shareholder or as would not impair to consummate the transactions contemplated in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement and the Custody Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 8‑501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 8‑105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 8‑303 of the UCC, (B) under Section 8-501 8‑501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 8‑102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 8‑102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5‎5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e‎2(f) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; , it being understood and agreed that the only written such information furnished is limited to the Company by each name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder expressly for use that appear in the footnotes under the caption “Selling Stockholders” in the Registration Statement, the any Time of Sale Prospectus, the Prospectus Prospectus, any issuer free writing prospectus and any amendment or any amendments or supplements supplement thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (collectively, the “Selling Shareholder Information”). (fg) Each Such Selling Stockholder is not (1) an employee benefit plan subject to Part 4, Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (2) a plan subject to the prohibited transaction provisions of Section 4975 of the Internal Revenue Code of 1986, as amended or (3) an entity deemed to hold "plan assets" of any such plan under Section 3(42) of ERISA. (h) Such Selling Shareholder represents and warrants that no stamp will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other issuance Person: (i) to finance any activities or transfer taxes business of or duties and no other taxes are with any Person or will be required in any country or territory that, at the time of such financing, is the subject of any sanctions administered or enforced by OFAC; or (ii) in furtherance of an offer, payment, promise to be withheld or deductedpay, or otherwise imposed on authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable anti-corruption laws; provided that the foregoing shall not apply with respect to the distribution of the proceeds of the offering to any of such Selling Shareholder, by (i) India ’s direct or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with indirect limited partners once such proceeds are no longer under the payments made under this Agreement by the Underwriter to or for the account control of such Selling Shareholder as set forth in if prior to such distribution such Selling Shareholder has no knowledge that such proceeds will be used for any of the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementforegoing purposes.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iiiii) any agreement or other instrument binding upon such Selling Shareholder or (iviii) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, exceptexcept for any contravention that would not, singly or in the case aggregate, reasonably be expected to have a material adverse effect on the ability of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability Shareholder to fulfill its obligations under this Agreementconsummate the transactions contemplated hereby, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required to be obtained for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except (i) such consentas may have previously been obtained, approval, authorization or order of, or qualification, as has been obtained and (ii) such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of FINRA in connection with the offer and sale of the Shares Shares, and (iii) for any such consents, approvals, authorizations, orders or qualifications, the absence of which would not, individually or in the aggregate, reasonably be expected to be sold by have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill perform its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Underwriters Underwriter (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate memorandum of incorporationassociation, bylaws bye-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (i) The Each part of the Registration Statement, when it became effective, did not contain andcontain, and each such part, as amended or supplemented, if applicable, will not contain contain, as of the date of such amendment or supplement, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Registration Statement as of the date hereof does not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iiiiv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; , provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; thereto (it being understood and agreed that the only written such information furnished to so included is under the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section heading “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement).

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and, if such Selling Shareholder is an individual, a Power of Attorney appointing one or more individuals as such Selling Shareholder's attorneys-in-fact to the extent set forth therein and relating to the transactions contemplated hereby and by the Registration Statement (with respect to such Selling Shareholder, the "POWER OF ATTORNEY") will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney (if any) of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “"security entitlement” " within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney (if any) and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) If such Selling Shareholder is an individual, the Power of Attorney has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder. A copy of the Power of Attorney has been delivered to the Underwriter prior to the date hereof. (e) Delivery of the Shares represented by certificates to be sold by such Selling Shareholder and payment therefor pursuant to this Agreement will pass valid title to such Shares, free and clear of any adverse claim within the meaning of Section 8-102 of the New York Uniform Commercial Code, to the Underwriter if the Underwriter has purchased such Shares without notice of an adverse claim. (f) Upon payment for the Shares not represented by certificates to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”"CEDE") or such other nominee as may be designated by the Depository Trust Company (“"DTC”"), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “"UCC”")) to such Shares), (A) DTC shall be a “"protected purchaser” " of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “"adverse claim”", within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s 's share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “"clearing corporation” " within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts account of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (ig) The To the extent that any statements or omissions made in the Registration Statement, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by such Selling Shareholder expressly for use therein, the Registration Statement did, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when it became effective, did not contain andthey become effective or are filed with the Commission, as amended or supplementedthe case may be, if applicable, will conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Custody Agreement signed by such Selling Shareholder and American Stock Transfer & Trust Company, LLC, as Custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation incorporation, certificate of formation, bylaws, limited liability company agreement or by-laws or other organizational documents limited partnership agreement, as applicable, of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder that is material to such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except that in the case of clauses (i), (iii) and (iv)) above, where such contravention would not impair not, individually or in any the aggregate, reasonably be likely to have a material respect adverse effect (1) on such Selling Shareholder’s , or (2) on the power or ability of such Selling Shareholder to fulfill perform its obligations under each of this Agreement, Agreement and no the Custody Agreement or to consummate the transactions contemplated hereby and by the Time of Sale Prospectus. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholderand the Custody Agreement, except (x) such consent, approval, authorization or order of, or qualification, as has previously been obtained and as obtained, (y) may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares or (z) where the failure to obtain any such consent, approval, authorization or order, or qualification would not, individually or in the aggregated, reasonably be sold by expected to have a material adverse effect on the ability of such Selling Shareholder or as would not impair to consummate the transactions contemplated in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement and the Custody Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 8‑501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 8‑105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 8‑303 of the UCC, (B) under Section 8-501 8‑501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 8‑102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 8‑102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5‎5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e‎2(f) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; , it being understood and agreed that the only written such information furnished is limited to the Company by each name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder expressly for use that appear in the footnotes under the caption “Selling Stockholders” in the Registration Statement, the any Time of Sale Prospectus, the Prospectus Prospectus, any issuer free writing prospectus and any amendment or any amendments or supplements supplement thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (collectively, the “Selling Shareholder Information”). (fg) Each Such Selling Stockholder is not (1) an employee benefit plan subject to Part 4, Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (2) a plan subject to the prohibited transaction provisions of Section 4975 of the Internal Revenue Code of 1986, as amended or (3) an entity deemed to hold "plan assets" of any such plan under Section 3(42) of ERISA. (h) Such Selling Shareholder represents and warrants that no stamp will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other issuance Person: (i) to finance any activities or transfer taxes business of or duties and no other taxes are with any Person or will be required in any country or territory that, at the time of such financing, is the subject of any sanctions administered or enforced by OFAC; or (ii) in furtherance of an offer, payment, promise to be withheld or deductedpay, or otherwise imposed on authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable anti-corruption laws; provided that the foregoing shall not apply with respect to the distribution of the proceeds of the offering to any of such Selling Shareholder, by (i) India ’s direct or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with indirect limited partners once such proceeds are no longer under the payments made under this Agreement by the Underwriter to or for the account control of such Selling Shareholder as set forth in if prior to such distribution such Selling Shareholder has no knowledge that such proceeds will be used for any of the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementforegoing purposes.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect respects such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares Shareholder set forth in the section “Principal and Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Shareholder and American Stock Transfer & Trust Company, LLC, as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene any provision of (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws trust agreement or other organizational governing documents of such Selling ShareholderShareholder (if such Selling Shareholder is a trust), as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except that in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, have a material respect adverse effect on such Selling Shareholder’s Shareholder or on the power and ability of such Selling Shareholder to fulfill perform its obligations under this Agreement, Agreement or the Custody Agreement or the Power of Attorney of such Selling Shareholder; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or the Power of Attorney of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has have been obtained and or waived or as may be required by the Securities Act or by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of FINRA in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances (other than those created by the Custody Agreement and the Power of Attorney) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder enforceable against such Selling Shareholder in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (Ai) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (Bii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (Ciii) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (f) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (g) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5)Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement and as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(g) (A) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by or on behalf of any such Underwriter through the Representatives expressly for use therein and (B) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; , it being understood and agreed that the only written information furnished to the Company by each such Selling Shareholder expressly for use consists of the name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder (excluding percentages) which appear in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus or any amendments or supplements thereto is in the information relating table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to such each Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (, the “Selling Shareholder Information”). (fh) Each (i) None of such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required or, to be withheld or deducted, or otherwise imposed on the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, trustee or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (iA) India the subject or target of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria). (ii) Mauritius Such Selling Shareholder will not, directly or Singapore (as applicable)indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any political subdivision subsidiary, joint venture partner or taxing authority thereof, on other Person: (A) to fund or facilitate any activities or business of or with any Person or in connection with any country or territory that, at the payments made under this Agreement time of such funding or facilitation, is the subject or target of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Underwriter to offering, whether as underwriter, advisor, investor or for the account otherwise). (iii) None of such Selling Shareholder or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, trustee or affiliate thereof, has engaged in activities sanctionable under the Iran Sanctions. (iv) For the past five (5) years, such Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions. (a) None of such Selling Shareholder or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, trustee or affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any Anti-Corruption Laws applicable to such Selling Shareholder; (b) such Selling Shareholder has conducted its business in compliance with the Anti-Corruption Laws applicable to such Selling Shareholder; and (c) such Selling Shareholder will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Corruption Laws applicable to such Selling Shareholder. (i) With respect to any Selling Shareholder that is a non-U.S. person (a “Non-U.S. Selling Shareholder”), the choice of laws of the State of New York as set forth in the Time governing law of Sale Prospectus this Agreement is a valid choice of law under the laws of the Province of Ontario and the Prospectuslaws of Canada applicable therein and will be honored by the courts of the Province of Ontario and the federal courts of Canada. Such Non-U.S. Selling Shareholder has the power to submit, and pursuant to Section 14(a) has, to the terms extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 14(a)), and has the power to designate, appoint and empower, and pursuant to Section 14(b), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any of the Specified Courts. (j) With respect to any Selling Shareholder that is a Non-U.S. Selling Shareholder, no stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other taxes or duties are payable by or on behalf of the Underwriters, the Company or any of its subsidiaries in Canada or to any taxing authority thereof or therein in connection with (i) the execution, delivery or consummation of this Agreement, (ii) the sale and delivery of the Shares to the Underwriters or purchasers procured by the Underwriters or (iii) the resale and delivery of the Shares by the Underwriters in the manner contemplated herein. (k) With respect to any Selling Shareholder that is a Non-U.S. Selling Shareholder, any final judgment for a fixed or determined sum of money rendered by any New York State or United States Federal court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Non-U.S. Selling Shareholder based upon this Agreement would be declared enforceable against such Non-U.S. Selling Shareholder by the courts of the Province of Ontario and the federal courts of Canada, without reconsideration or reexamination of the merits. (l) With respect to any Selling Shareholder that is a Non-U.S. Selling Shareholder, the indemnification and contribution provisions set forth in Section 10 hereof do not contravene any law or public policy of the Province of Ontario or the laws of Canada applicable therein.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement Agreement, will not contravene any provision of (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws by‑laws or other organizational analogous constituent documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iviii), where for such contravention conflicts as would not impair not, individually or in any the aggregate, reasonably be expected to have a material respect such adverse effect on the ability of the Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, provided that no representation or warranty is made with respect to the antifraud provisions of the federal or state security laws, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except (A) such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states or by FINRA or the NYSE in connection with the offer and sale of the Shares Shares, (B) for the registration under the Securities Act of the Shares, (C) such consents, approvals, authorizations, orders, registrations or qualifications that have been, or prior to the Closing Date will be, obtained or made and, (D) where the failure to obtain any such consent, approval, authorization, order, registration or qualification would not reasonably be sold by such expected to materially impair the ability of the Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and immediately has valid title to the Units to be exchanged for Shares prior to the Closing Date Date, pursuant to the exchange described herein, free and clear of all security interests, claims, liens, equities or other encumbrances other than as disclosed in the Time of Sale Prospectus and the Prospectus; upon the completion of the exchange described herein, such Selling Shareholder will have, on the Closing Date, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 8‑501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement Shareholder, free and clear of all security interests, claims, liens, equities or other encumbrances other than as disclosed in the Time of Sale Prospectus and the Prospectus; and such Selling Shareholder has the legal right and power, and all authorization and approval required by law, to enter into this Agreement Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 8‑105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 8‑303 of the UCC, (B) under Section 8-501 8‑501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 8‑102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 8‑102 of the UCC and (z) appropriate book entries to the accounts account of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (i) The Selling Shareholder Information (as defined below) contained in the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Selling Shareholder Information contained in the Prospectus or Time of Sale Prospectus does not, not and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact and does not or will not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided it being understood and agreed that for all purposes of this Agreement, the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with only information relating to such Selling Shareholder furnished to the Company in writing and the Underwriter by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time thereto consists of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the any information relating to its holdings of Common Shares set forth such Selling Shareholders in the section table (including the footnotes thereto) under the heading “Selling ShareholdersStockholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant the “Selling Shareholder Information” for such Selling Shareholder shall be limited to the terms of this Agreementsuch information.

Representations and Warranties of the Selling Shareholders. Each of the Selling ShareholderShareholders represents and warrants to and agrees, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation partnership agreement or by-laws or other organizational similar organization documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv), where such contravention as would not impair in any reasonably be expected to have a material respect adverse effect on such Selling Shareholder’s ability to fulfill consummate the offering of Shares or otherwise perform its obligations under this Agreement, ; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, (i) valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and (ii) the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), to Cede & Co. (“Cede”) or such other nominee as may be designated by the The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter of the Underwriters has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against any of the Underwriters with respect to such security entitlement; for purposes of this representation, such the Selling Shareholder Shareholders may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry register in accordance with its certificate memorandum and articles of incorporation, bylaws association and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of each of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; , provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions in the Registration Statement or Prospectus made in reliance upon and in conformity with information relating to such the Selling Shareholder furnished to the Company in writing by or on behalf of such the Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or the partnership agreement of such Selling Shareholder (ii) if such Selling Shareholder is a partnership), or the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, Shareholder (if such Selling Shareholder is not a partnership) or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, exceptexcept for any contraventions of an agreement, instrument, judgment, order or decree which would not, individually or in the case of clauses (i)aggregate, (iii) and (iv), where such contravention would not impair in any material respect adversely affect such Selling Shareholder’s ability to fulfill its obligations under and consummate the transactions contemplated by this Agreement or result in the creation or imposition of any security interest, lien or other encumbrance on any of the Shares being sold by such Selling Shareholder under this Agreement, ; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has have been obtained and as or may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “New York UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon (i) the payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, (ii) delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the The Depository Trust Company (“DTC”), (iii) registration of such Shares in the name of Cede DTC or such other nominee its nominee, and the crediting of such Shares DTC or another person on the books behalf of DTC to securities accounts maintaining possession of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of certificates representing such Shares and (Civ) DTC indicating by book entries on its books that security entitlements with respect to such Shares have been credited to the Underwriter’s securities accounts, the Underwriter will acquire a security entitlement with respect to such Shares and no action based on any “an adverse claim”, within the meaning of claim (as defined in Section 8-102 of the New York UCC, to such Shares ) may be asserted against the Underwriters with respect to Underwriter (assuming that (A) the Underwriter is purchasing such security entitlement; for purposes Shares without notice of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occurany adverse claim, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (yB) DTC will be registered as is a “clearing corporationsecurities intermediary” within the meaning of as defined in Section 8-102 of the New York UCC and (zC) appropriate entries to the accounts State of New York is the “security intermediary’s jurisdiction” of DTC for purposes of Section 8-110 of the several Underwriters on the records of DTC will have been made pursuant to the New York UCC). (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , except that the representations and warranties set forth in this paragraph 2(e) are limited only apply to statements in or omissions made in reliance from the Registration Statement or the Prospectus based upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly specifically for use in the Registration Statementtherein, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written such information furnished to the Company by each such Selling Shareholder expressly for use in consists of the Registration Statementname of such Selling Shareholder, the Time number of Sale Prospectus, Firm Shares to be offered by such Selling Shareholder and the Prospectus or any amendments or supplements thereto is the address and other information relating with respect to such Selling Shareholder’s name Shareholder (excluding any percentages), which appear under the caption “Principal and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” in the Prospectus (except for the percentages set forth therein) (information so furnished in writing being hereinafter called, collectively, the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters Underwriters, on a several basis, that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) Such Selling Shareholder has been duly incorporated, organized or formed and is validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation (to the extent the concept of good standing is applicable in the relevant jurisdiction), except to the extent that the failure to be in good standing would not have a material adverse effect on the business, property, operations or financial condition of such Selling Shareholder and its subsidiaries, taken as a whole. (c) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is a corporation), in each case, as applicableamended, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except for any contravention in the case of clauses (i), (iii) ), and (iv), where such contravention ) as would not impair in any have a material respect adverse effect on the business, property, operations or financial condition of such Selling Shareholder’s Shareholder and its subsidiaries, taken as a whole or that would have a material adverse effect on the power or ability of such Selling Shareholder to fulfill perform its obligations under this Agreement, Agreement or to consummate the transactions contemplated by the Time of Sale Prospectus and no the Prospectuses. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states or by Canadian Securities Laws in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (cd) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (de) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (f) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus, the Canadian Preliminary Prospectus and the Prospectuses to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain contain, as of the date of such amendment or supplement, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Canadian Preliminary Prospectus and the Canadian Final Prospectus, as of the respective date of filing and any amendment or supplement thereto and at the Closing Date, did not and will not contain any untrue statement of a material fact or omitted or will omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the U.S. Final Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5)Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiv) as of its date and as of the Closing date, the U.S. Final Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Canadian Preliminary Prospectus and the Canadian Final Prospectus and any amendment or supplement thereto, at the time of filing thereof and at the Closing Date, will constitute, full, true and plain disclosure of all material facts relating to the Shares, as applicable; provided that the representations and warranties set forth in this paragraph 2(e2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, roadshow, the Time of Sale Prospectus, the Canadian Preliminary Prospectus and the Prospectuses or any amendments or supplements thereto; , it being understood and agreed that the only written information so furnished to the Company by each such Selling Shareholder expressly for use in consists of the Registration Statementname of such Selling Shareholder, the Time number of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the offered Shares and other information relating with respect to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth Shareholder (excluding percentages) that appear in the section table (and corresponding footnotes) under the caption “The Selling Shareholders” (except for in the percentages set forth therein) Prospectuses (the “Selling Shareholder Information”). (fh) Each Such Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (i) None of such Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (j) No Transfer Taxes are payable under the federal laws of the United States, Luxembourg, Cayman Islands or Canada or any province (as applicable), in connection with the issuance, sale and delivery to the Underwriters of the Shares or the authorization, execution, delivery and performance of this Agreement or the resale of Shares by an Underwriter; provided, however, that under Luxembourg law, registration may be ordered and/or a registration tax or duty becomes payable if and at the time when any agreement will be exhibited in any court proceedings in Luxembourg or before any other official authority in Luxembourg. (k) Such Selling Shareholder has the power to submit, and pursuant to Section 19(a) has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 19(a)), and has the power to designate, appoint and empower, and pursuant to Section 19(c), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any of the Specified Courts. (l) Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by it is not (i) India or an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) Mauritius a plan or Singapore account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (as applicable)iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or any political subdivision or taxing authority thereofotherwise. (m) Except as disclosed in the Preliminary Prospectuses and the Prospectuses, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder (i) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter and (ii) does not intend to use any of the proceeds from the sale of the Shares to repay any outstanding debt owed to any affiliate of any Underwriter and (iii) is not otherwise a “connected issuer” or a “related issuer” (each as set forth defined in National Instrument 33-105 — Underwriting Conflicts) of any Underwriter. (n) Such Selling Shareholder has not taken, directly or indirectly, any action designed to or that would constitute or that is intended to or that might reasonably be expected to cause or result in, under Canadian Securities Laws or the Time Exchange Act or otherwise, stabilization, maintenance or manipulation of Sale Prospectus and the Prospectus, and pursuant price of any security of the Company to facilitate the terms sale or resale of this Agreementthe Shares.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorizedauthorized (if such Selling Shareholder is not a natural person), executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Shareholder and Broadridge Investor Communication Solutions, Inc., as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not (A) contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, (B) result in the violation of the provisions of the certificate of incorporation or by-laws or other organizational document of such Selling Shareholder (if such Selling Shareholder is a corporation), or (C) conflict with or constitute a breach or default under any agreement or other instrument binding upon such Selling Shareholder, except, in the case of clauses (i), (iiiA) and (ivC), where such contravention as would not impair in any material respect reasonably be expected to materially impact such Selling Shareholder’s ability to fulfill perform its obligations under this Agreement, ; and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Shareholder, except (A) such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares and (B) where the failure to be sold by obtain such Selling Shareholder consent, approval, authorization, order or as qualification would not impair in any material respect reasonably be expected to materially impact such Selling Shareholder’s ability to fulfill perform its obligations under this Agreement. (c) Such Selling Shareholder hashas valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder or securities convertible into or exercisable for the Shares to be sold by such Selling Shareholder, in each case free and immediately prior to clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power. Such Selling Shareholder, on the Closing Date and on any Option Closing Date, will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances. Such Selling Shareholder has, and on the Closing Date and on any Option Closing Date will have, the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized (if such Selling Shareholder is not a natural person), executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (if) The Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement. (g) None of the Registration Statement, the Time of Sale Prospectus, nor the Prospectus or any amendments or supplements thereto contains, nor will any amendment or supplement thereto, when it became effective, did not contain andthey become effective or are filed with the Commission, as amended or supplementedthe case may be, if applicablecontain, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; , provided that the representations and warranties set forth in this paragraph 2(eSection 2(h) are limited shall apply only to statements any untrue statement of a material fact or omissions omission to state a material fact made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Shareholder’s Selling Shareholder expressly for use in the Registration StatementInformation, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that for purposes of this Agreement, the only written information so furnished to the Company by each such Selling Shareholder expressly for use in the Registration Statement, the Time consists of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”Information (as defined in Section 10(b) hereof). (fi) Each None of such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws, or (ii) in any manner that would constitute a violation of applicable anti-money laundering laws. (i) Such Selling Shareholder represents and warrants that no stamp it is not (i) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (j) If such Selling Shareholder is a corporation or other issuance type of entity, such Selling Shareholder has been duly organized and is validly existing and in good standing under the laws of its respective jurisdiction of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its respective ownership or transfer taxes lease of property or duties the conduct of its respective businesses requires such qualification, and no other taxes are has all power and authority necessary to own or will be required hold its respective properties and to conduct the businesses in which it is engaged, except where the failure to be withheld so qualified or deducted, in good standing or otherwise imposed on have such power or authority would not reasonably be expected to materially impact such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made ’s ability to perform its obligations under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, and only as to itself, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Shareholder and Computershare Inc., as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or incorporation, by-laws or other organizational constituent documents of such Selling ShareholderShareholder (if such Selling Shareholder is a legal entity), as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv), where ) for such contravention that would not impair in any reasonably be expected to have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under this Agreement, and no consummate the transactions contemplated hereby. (c) No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Shareholder, except (A) such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the Securities Act, the Exchange Act and the securities or Blue Sky laws of the various jurisdictions states or (B) such others as have been obtained in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (cd) Such Selling Shareholder hashas (or, upon the exercise of vested stock options into Common Shares, will have on or prior to the Closing Date), and immediately prior to on the Closing Date will have, (i) valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and (ii) the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (de) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and, assuming due authorization, execution and delivery by the other parties to such documents (if applicable), constitute valid and legally binding obligations of such Selling Shareholder enforceable in accordance with their terms, subject to (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity and (ii) enforceability of any indemnification or contribution provision that may be limited under the federal and state securities laws or other applicable laws of any jurisdiction in which the Selling Shareholder is resident. (f) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume has assumed that when such payment, delivery and crediting occur, (w) the Underwriters are purchasing such Shares without notice of any adverse claim, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws bye-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (g) Such Selling Shareholder is not prompted to sell and transfer its Shares pursuant to this Agreement by any material information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 57), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; , provided that the representations and warranties set forth in this paragraph 2(e2(h) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, any broadly available road show, the Prospectus or any amendments or supplements thereto; it being understood , as may be updated by such Selling Shareholder in writing in the event such information is not true and agreed that the only written information furnished correct no less than two business days prior to the Company by each Selling Shareholder expressly for Company’s use of such information in the Registration Statement, the Time of Sale Prospectus, any broadly available road show, the Prospectus or any amendments or supplements thereto is thereto. It being understood and agreed that the only such information relating furnished by such Selling Shareholder consists of (A) the legal name, address and the number of Common Shares owned by such Selling Shareholder before and after the offering and (B) the other information with respect to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth Shareholder (excluding percentages) which appear in the section table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” (except for the percentages set forth therein) (with respect to each Selling Shareholder, the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, and, in the case of Selling Shareholders named in Schedule I(b) hereto, the Custody Agreement signed by such Selling Shareholder and [—], as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is a corporation), as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where for any such contravention contraventions that would not impair not, individually or in any material respect the aggregate, materially interfere with the consummation of the transactions contemplated by this Agreement and, in the case of Selling Shareholders named in Schedule I(b) hereto, the Custody Agreement or the Power of Attorney or the ability of such Selling Shareholder’s ability Shareholder to fulfill perform its obligations under this Agreementhereunder and, if applicable, thereunder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required to be obtained by such Selling Shareholder for the performance by such Selling Shareholder of its obligations under this Agreement or, if applicable, the Custody Agreement or Power of Attorney of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by or such Selling Shareholder as may have previously been obtained or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreementmade. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances (in the case of Selling Shareholders named in Schedule I(b) hereto, other than those created by the Custody Agreement and Power of Attorney) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and, if applicable, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) In the case of Selling Shareholders named in Schedule I(b) hereto, the Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (f) Such Selling Shareholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (g) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain contain, as of the date of such amendment or supplement, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, as of the date of this Agreement, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, that the representations and warranties set forth in this paragraph 2(e2(g) are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; , it being understood and agreed that the only written information furnished to the Company by each such Selling Shareholder expressly for use consists of the name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder (excluding percentages) which appear in the Registration Statement, the Time of Sale Prospectus, Prospectus in the Prospectus or any amendments or supplements thereto is table (and corresponding footnotes) under the information relating caption “Principal and Selling Stockholders” (with respect to such each Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (, the “Selling Shareholder Information”). (fh) Each Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deductedhas executed a “lock-up” agreement, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth substantially in the Time form of Sale Prospectus Exhibit A hereto, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, that is in full force and effect as of the Prospectus, date hereof and pursuant to shall be in full force and effect as of the terms of this AgreementClosing Date.

Representations and Warranties of the Selling Shareholders. Each Selling ShareholderShareholder represents and warrants, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that; provided that the representations and warranties in Sections 2(j) and (k) are only provided by ▇▇ ▇▇▇ Investment LLC: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement Agreement, will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair singly or in any the aggregate, reasonably be expected to have a material respect such adverse effect on the ability of the Selling Shareholder’s ability Shareholders to fulfill its obligations under consummate the transactions contemplated by this ​ ​ Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement of except (x) such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has may have already been obtained or such as may be required by the Exchange Act or the rules and regulations thereunder or (y) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares or foreign jurisdictions in connection with the offer and sale of the Shares (as to be sold by which such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreementmakes no representation). (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to Section 8-501 of the UCC. (e) Such Selling Shareholder has delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). ​ ​ (f) Such Selling Shareholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (g) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not not, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5‎5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided misleading except that the representations and warranties set forth in this paragraph 2(e) are limited in all respects to statements or omissions made in reliance upon and in conformity with the information relating to such Selling Shareholder furnished to the Company in writing by on or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that for purposes of this Agreement, the only written information furnished consists of the name of such Selling Shareholder, the number of offered shares and the address and other information with respect to the Company by each such Selling Shareholder expressly for use (excluding percentages) which appear in the Registration Statement, the Time of Sale Prospectus, statement or the Prospectus or any amendments or supplements thereto is in the information relating table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to such each Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (, the “Selling Shareholder Information”); (i) None of such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or controlled affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). ​ (ii) Such Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (fiii) Each Such Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (a) None of such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or controlled affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) such Selling Shareholder and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (v) The operations of such Selling Shareholder and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. ​ (i) Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by it is not (i) India an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or (ii) Mauritius an entity deemed to hold “plan assets” of any such plan or Singapore account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101. (as applicable)j) No stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other taxes or duties are payable by or on behalf of the Underwriters, the Company or any political subdivision of its subsidiaries in the Cayman Islands or to any taxing authority thereof, on thereof or therein in connection with (i) the payments made under execution, delivery or consummation of this Agreement, (ii) the sale and delivery of the Shares to the Underwriters or purchasers procured by the Underwriters, or (iii) the resale and delivery of the Shares by the Underwriters in the manner contemplated herein. A nominal stamp duty will be payable by ▇▇ ▇▇▇ Investment LLC on this Agreement by if it is executed in or brought to the Underwriter to Cayman Islands, or for produced before a court in the account of such Cayman Islands. (k) Such Selling Shareholder as set forth in has the Time of Sale Prospectus and the Prospectuspower to submit, and pursuant to Section 20 has, to the terms extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 20), and has the power to designate, appoint and empower, and pursuant to Section 20, has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this AgreementAgreement in any of the Specified Courts.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation limited partnership or by-laws or other organizational documents limited partnership agreement of such Selling Shareholder, as applicable, or (iii) any material agreement or other material instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, exceptin each case, in the case of clauses (i), (iii) and (iv), where such contravention except as would not impair in any have a material respect adverse effect on such Selling Shareholder’s ability to fulfill performance of its obligations under this Agreement, and no . No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, (i) except such consent, approval, authorization or order of, or qualification, as has been obtained and or made, (ii) except as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares Shares, or (iii) except those the failure to be sold by such Selling Shareholder obtain or as make would not impair in any have a material respect adverse effect on such Selling Shareholder’s ability to fulfill performance of its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts account of the Underwriters Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts account of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (e) Such Selling Shareholder is not prompted by any material non-public information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(f) are limited to statements or omissions made in reliance upon and in conformity with the information relating to regarding such Selling Shareholder that was furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statementin, and actually set forth in, the Time section of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and or the Prospectus, and pursuant to the terms of this AgreementProspectus that is titled “Selling Stockholders”.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorizedauthorized (if such Selling Shareholder is not a natural person), executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Shareholder and Broadridge Investor Communication Solutions, Inc., as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not (A) contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, (B) result in the violation of the provisions of the certificate of incorporation or by-laws or other organizational document of such Selling Shareholder (if such Selling Shareholder is a corporation), or (C) conflict with or constitute a breach or default under any agreement or other instrument binding upon such Selling Shareholder, except, in the case of clauses (i), (iiiA) and (ivC), where such contravention as would not impair in any material respect reasonably be expected to materially impact such Selling Shareholder’s ability to fulfill perform its obligations under this Agreement, ; and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Shareholder, except (A) such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares and (B) where the failure to be sold by obtain such Selling Shareholder consent, approval, authorization, order or as qualification would not impair in any material respect reasonably be expected to materially impact such Selling Shareholder’s ability to fulfill perform its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to the on any Option Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized (if such Selling Shareholder is not a natural person), executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (if) The Such Selling Shareholder has delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (g) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement. (h) None of the Registration Statement, the Time of Sale Prospectus, nor the Prospectus or any amendments or supplements thereto contains, nor will any amendment or supplement thereto, when it became effective, did not contain andthey become effective or are filed with the Commission, as amended or supplementedthe case may be, if applicablecontain, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; , provided that the representations and warranties set forth in this paragraph 2(eSection 2(h) are limited shall apply only to statements any untrue statement of a material fact or omissions omission to state a material fact made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Shareholder’s Selling Shareholder expressly for use in the Registration StatementInformation, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that for purposes of this Agreement, the only written information so furnished to the Company by each such Selling Shareholder expressly for use in the Registration Statement, the Time consists of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”Information (as defined in Section 10(b) hereof). (fi) Each (i) None of such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) Neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws, or (ii) in any manner that would constitute a violation of applicable anti-money laundering laws. (j) Such Selling Shareholder represents and warrants that no stamp it is not (i) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (k) If such Selling Shareholder is a corporation or other issuance type of entity, such Selling Shareholder has been duly organized and is validly existing and in good standing under the laws of its respective jurisdiction of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its respective ownership or transfer taxes lease of property or duties the conduct of its respective businesses requires such qualification, and no other taxes are has all power and authority necessary to own or will be required hold its respective properties and to conduct the businesses in which it is engaged, except where the failure to be withheld so qualified or deducted, in good standing or otherwise imposed on have such power or authority would not reasonably be expected to materially impact such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made ’s ability to perform its obligations under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Shareholder and Computershare Inc., as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the operating agreement, LLC agreement, partnership agreement, certificate of incorporation or by-laws (or other organizational documents equivalent documents) of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement[, the Custody Agreement and the Power of Attorney], and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement [or the Custody Agreement or Power of Attorney of such Selling Shareholder], except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date and each Option Closing Date, will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances [(other than those created by the Custody Agreement and the Power of Attorney)] and the legal right and power, and all authorization and approval required by law, to enter into this Agreement[, the Custody Agreement and the Power of Attorney] and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (Ai) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (Bii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (Ciii) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (if) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Such Selling Shareholder furnished has delivered to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms Representatives an executed Lock-Up Agreement. For purposes of this Agreement., “Lock-Up Agreement” means, a lock-up agreement in substantially the form attached hereto as Exhibit A.

Representations and Warranties of the Selling Shareholders. Each of the Selling ShareholderShareholders, severally and not jointly, represents and warrants to to, and agrees with with, each of the Underwriters that: (a) This Agreement has all consents, approvals, authorizations and orders required to have been duly authorized, executed obtained by such Selling Shareholder for the execution and delivered delivery by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of this Agreement, the Power-of, -Attorney and the performance Custody Agreement (the Power-of-Attorney and the Custody Agreement, together, the "Custody Agreement") and the consummation by such Selling Shareholder of its obligations under, the transactions as contemplated by this Agreement will not contravene (i) any provision of applicable law, or (ii) and the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon Custody Agreement have been obtained; and such Selling Shareholder or (iv) any judgmenthas full right, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) power and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, capacity to enter into this Agreement and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder; (b) this Agreement and the Custody Agreement have each been executed and delivered by or a security entitlement in respect on behalf of such Shares.Selling Shareholder and each such document constitutes a valid and binding agreement of such Selling Shareholder, enforceable in accordance with its terms except insofar as indemnification provisions may be limited by applicable law and except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally or by general equitable principles and limitations on the availability of equitable remedies; (dc) Upon payment for the sale of the Shares to be sold by such Selling Shareholder pursuant hereunder and the performance by such Selling Shareholder of this Agreement and the Custody Agreement and the consummation by such Selling Shareholder of the transactions contemplated hereby and thereby will not conflict with or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both would result in any breach of, or constitute a default under), any provision of any license, indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder or such Selling Shareholder's properties may be bound, or under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to such Selling Shareholder, other than conflicts, breaches or defaults as would not reasonably be expected to materially impair such Selling Shareholder's ability to consummate the transactions contemplated by this Agreement and the Custody Agreement; and such sale can not be matched with a corresponding purchase prior to the time of delivery for purposes of Section 16(b) of the Exchange Act; (d) such Selling Shareholder has, and at the time of purchase will have, good and valid title to the Shares to be sold by such Selling Shareholder hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such Shares, as directed by free and clear of all liens, encumbrances, equities or claims, will pass to each of the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of several Underwriters who have purchased such Shares in the name of Cede or such other nominee good faith and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has without notice of any such lien, encumbrance, equity or claim or any other adverse claim (within the meaning of Section 8-105 of the New York applicable Uniform Commercial Code Code, other than any liens, encumbrances, equities or claims created by the Underwriters; (the “UCC”)e) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery has the authority to and crediting occur, has executed and delivered a lock-up agreement in the form attached hereto as Exhibit A; (xf) such Shares Selling Shareholder has not taken and will have been registered not at any time take, directly or indirectly, any action which is designed to or which has constituted or which would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; and (g) to the extent that any statements or omissions made in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (i) The Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by such Selling Shareholder expressly for use therein, such Preliminary Prospectus and the Registration Statement did, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will, when it became effectivethey become effective or are filed with the Commission, did as the case may be, not contain and, as amended or supplemented, if applicable, will not contain any an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided . In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Shareholder agrees to deliver to you prior to or at the time of purchase a properly completed and executed United States Treasury Department Substitute Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). Each Selling Shareholder represents and warrants that a certificate in negotiable form representing all of the representations Shares to be sold by such Selling Shareholder has been or will be prior to the time of purchase placed in custody under the Custody Agreement, in the form heretofore furnished to you, duly endorsed for transfer or accompanied by blank stock powers, and warranties set forth that such Selling Shareholder has duly executed and delivered a power-of-attorney, in the form heretofore furnished to you (the "Power-of-Attorney"), appointing ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as such Selling Shareholder's attorney-in-fact (the "Attorney-in-Fact") with authority to execute and deliver this paragraph 2(eAgreement on behalf of such Selling Shareholder, to determine (subject to the provisions of the Custody Agreement) are limited the purchase price to statements or omissions made in reliance upon and in conformity with information relating be paid by the Underwriters to such Selling Shareholder furnished as provided in Section 1 hereof, to authorize the delivery of the Shares to be sold by such Selling Shareholder hereunder and otherwise to act on behalf of such Selling Shareholder in connection with the transactions contemplated by this Agreement and the Custody Agreement. Each Selling Shareholder specifically agrees that the Shares represented by the certificates held in custody for such Selling Shareholder under the Custody Agreement are subject to the Company interests of the Underwriters hereunder, and that the arrangements made by such Selling Shareholder for such custody, and the appointment by such Selling Shareholder of the Attorney-in-Fact by the Power-of-Attorney, are to that extent irrevocable. Each Selling Shareholder specifically agrees that the obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of such Selling Shareholder or, in writing the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or by the occurrence of any other event. If such Selling Shareholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing the Shares to be sold by such Selling Shareholder shall be delivered by or on behalf of such Selling Shareholder expressly for use in accordance with the Registration Statementterms and conditions of this Agreement and of the Custody Agreement, and actions taken by the Attorney-in-Fact pursuant to the Power-of-Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable)Attorney-in-Fact, or any political subdivision or taxing authority thereofof them, on or in connection with the payments made under this Agreement by the Underwriter to or for the account shall have received notice of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectusdeath, and pursuant to the terms of this Agreementincapacity, termination, dissolution or other event.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, and the execution and delivery by each Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, the Custody Agreement signed by such Selling Shareholder and American Stock Transfer & Trust Company, LLC as Custodian, relating to the deposit of stock powers related to the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or law (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is a corporation), as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv), ) where such contravention would not impair not, singly or in any the aggregate, have a material respect adverse effect on such Selling Shareholder’s ability to fulfill perform its obligations under this Agreement, and no . No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement, the Custody Agreement or Power of Attorney of such Selling Shareholder, except (i) such consent, approval, authorization or order of, or qualification, as has been obtained and or will be obtained prior to the Closing Date, (ii) such as may be required by the Securities Act, the Exchange Act, the rules of the New York Stock Exchange, FINRA or the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares or (iii) such that would not reasonably be expected to be sold by have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, and if applicable, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(f) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; , it being understood and agreed that such information consists only of such Selling Shareholder’s name and the only written information furnished relating to its holdings of Common Stock set forth under the Company by each heading “Principal and Selling Shareholder expressly for use Shareholders” in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, reasonably be expected to have a material respect such adverse effect on the Selling Shareholder’s ability to fulfill its obligations under this Agreement, Shareholders and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has have been obtained and or waived or as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (e) Such Selling Shareholder has delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (f) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not not, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will, as of the date of such amendment or supplement, comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5)Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiv) the Prospectus does not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , except that the representations and warranties set forth in this paragraph 2(e) are limited shall only apply any untrue statement of a material fact or omission to statements or omissions state a material fact made in reliance upon and in conformity with any information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use therein, it being understood and agreed upon that the only information furnished by such Selling Shareholder to the Company consists (i) the legal name of such Selling Shareholder and (ii) the number of shares of Common Stock beneficially owned prior to the offering by such Selling Shareholder and the information contained in the respective footnote related to such Selling Shareholder set forth in the beneficial ownership table, which appears in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” (except for the percentages set forth therein) Shareholders (the “Selling Shareholder Information”). (fi) Each None of such Selling Shareholder or any of its subsidiaries, or any director, or officer thereof, or, to the knowledge of such Selling Shareholder, any employee, agent, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) For the past five years, such Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) None of such Selling Shareholder or any of its subsidiaries, or any director, or officer thereof, or, to the knowledge of such Selling Shareholder, any employee, agent, representative, or affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to obtain, retain or direct business or influence official action, or to any person in violation of any applicable anti-corruption laws; (ii) such Selling Shareholder and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (j) The operations of such Selling Shareholder and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving such Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Shareholder, threatened. (k) Such Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by it is not (i) India or an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) Mauritius a plan or Singapore account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (as applicable)iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementotherwise.

Representations and Warranties of the Selling Shareholders. Each Selling ShareholderShareholder represents and warrants, severally and not jointlyjointly and only with respect to itself and not any other Selling Shareholder, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, (x) this Agreement, and (y) in the case of the Selling Shareholders named in Part B of Schedule I, the agreement to sell shares signed by such Selling Shareholder and the Company relating to the sale of the Shares to be sold by such Selling Shareholder in this offering (the “Agreement to Sell Shares”) and, if applicable, the power of attorney appointing certain individuals as such Selling Shareholder’s Attorneys-in-Fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation constitutional documents or by-by laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a legal entity), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the each case of clauses (i), (iii) and (iviii), where such contravention as would not impair in any reasonably be expected to have a material respect adverse effect on the ability of such Selling Shareholder to consummate the transactions contemplated hereunder; and no consent (except as has been obtained by such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent), approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Agreement to Sell Shares or Power of Attorney of such Selling Shareholder, if applicable, except (x) such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities laws of any applicable jurisdiction (including the securities or Blue Sky laws of the various jurisdictions states of the United States) in connection with the offer and sale of the Shares and (y) such as, if not obtained, would not reasonably be expected to be sold by have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill perform its obligations under this Agreementhereunder. (c) Such Selling Shareholder has(i) has (subject to the conversion of Class B shares into Shares, if applicable, or the exercise of any share option, if applicable), and immediately prior to the on each Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code as then in effect in New York (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, and (ii) the legal right right, power and power, and all authorization and approval required by law, authority to enter into this Agreement, the Agreement to Sell Shares, if applicable, and the Power of Attorney, if applicable, and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Each of the Agreement to Sell Shares and the Power of Attorney, in each case if applicable, has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of duly executed instruments of transfer in respect of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the The Depository Trust Company (“DTC”) (unless such instruments are already in possession of Cede or such other nominee), registration of such Shares on the Company’s share register in the name of Cede or such other nominee (unless registration of such securities is unnecessary because such securities are already registered in the name of Cede or such other nominee) and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any an adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) UCC to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (CB) no action based on any “adverse claim”, within the meaning of Section 8-102 102(a)(1) of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate articles of incorporation, bylaws association and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 102(a)(5) of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, and provided further, that the representations set forth in this Section 2(e) are subject to the following qualifications: (I) to the extent DTC, or any other securities intermediary which acts as a “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of the DTC or such securities intermediaries and the ownership interests of the Underwriters, (II) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and Section 8-511(c) of the UCC and (III) if at any time the DTC or any other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary. (f) In the case of Mr. ▇▇▇▇ Segalovich, such Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section 1 are not true and correct, is familiar with the Registration Statement, the Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Time of Sale Prospectus or the Prospectus that has had, or may have, a material adverse effect on the Company and its subsidiaries, taken as a whole. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the each Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will notnot contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(eSection 2(h) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fh) Each Such Selling Shareholder represents and warrants that no stamp does not have any registration or other issuance similar rights to have any equity or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement debt securities registered for sale by the Underwriter to Company under the Registration Statement or included in the offering of the Shares, except for the account of such Selling Shareholder rights as set forth have been waived or which are described in the Time of Sale Prospectus and the ProspectusProspectus (and which have been complied with). (i) Such Selling Shareholder does not have, or has waived prior to the date hereof, any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the Shares that are to be sold by the Company or any other Selling Shareholder to the Underwriters pursuant to this Agreement; and such Selling Shareholder does not own any warrants, options or similar rights to acquire, and pursuant does not have any right or arrangement to acquire, any share capital, right, warrants, options or other securities from the Company, other than those described in the Time of Sale Prospectus or options under the Company’s 2007 Share Option Plan. (j) There are no contracts, agreements or understandings between such Selling Shareholder and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering or that may affect the Underwriters’ compensation as determined by the Financial Industry Regulatory Authority, Inc. (“FINRA”). (i) Neither such Selling Shareholder nor any of its subsidiaries, nor any of their respective directors, officers, employees, controlled affiliates (other than the Company and its subsidiaries, as to which such Selling Shareholder makes no representation), or, to the terms knowledge of this Agreementsuch Selling Shareholder, any of their respective agents, is a Person that is, or is owned or controlled by a Person that is: (A) the subject of any Sanctions, nor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Libya, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (ii) Neither such Selling Shareholder nor any of its subsidiaries (other than the Company and its subsidiaries, as to which such Selling Shareholder makes no representation) will (x) use the proceeds of the offering to finance activities of or with any Person, or in any country or territory, that at the time of such financing is the subject of Sanctions; (y) distribute the proceeds of the offering other than to Persons to whom such Selling Shareholder is obligated, contractually or otherwise, and who are not currently the subject of, or located, organized or resident in a country or territory that is the subject of, Sanctions; or (z) distribute in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the execution and delivery by each Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, the Custody Agreement signed by such Selling Shareholder and American Stock Transfer & Trust Company, LLC as Custodian, relating to the deposit of stock powers related to the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or law (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is a corporation), as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv), ) where such contravention would not impair not, singly or in any the aggregate, have a material respect adverse effect on such Selling Shareholder’s ability to fulfill perform its obligations under this Agreement, and no . No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement, the Custody Agreement or Power of Attorney of such Selling Shareholder, except (i) such consent, approval, authorization or order of, or qualification, as has been obtained and or will be obtained prior to the Closing Date, (ii) such as may be required by the Securities Act, the Exchange Act, the rules of the New York Stock Exchange, the Financial Industry Regulatory Authority (“FINRA”) or the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares or (iii) such that would not reasonably be expected to be sold by have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares Shares, including the Repurchase Shares, to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, and if applicable, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares Shares, including the Repurchase Shares, to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts account of the Underwriters Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery delivery, registration and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts account of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5)Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(f) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; , it being understood and agreed that such information consists only of such Selling Shareholder’s name and the only written information furnished relating to its holdings of Common Stock set forth under the Company by each heading “Selling Shareholder expressly for use Shareholders” in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (fg) Each Such Selling Shareholder represents has not taken, and warrants that no stamp will not take, directly or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deductedindirectly, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter action which is designed to or for which has constituted or would be expected to cause or result in stabilization or manipulation of the account price of such Selling Shareholder as set forth in any security of the Time Company to facilitate the sale or resale of Sale Prospectus and the Prospectus, and pursuant to the terms of this AgreementShares.

Representations and Warranties of the Selling Shareholders. Each The Selling ShareholderShareholders, severally and not jointly, represents represent and warrants warrant to and agrees agree with each of the Underwriters Underwriter and the Company that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The Neither the execution and delivery by such Selling Shareholder of, and or the performance by such Selling Shareholder of its obligations under, this Agreement nor the consummation of the transactions contemplated hereby or thereby, will not contravene (i) any provision of applicable lawcontravene or result in a breach or violation of, or constitute a default under, (iiA) the certificate memorandum of incorporation or byassociation, bye-laws or other organizational governing documents of such Selling Shareholder, as applicable, or (iiiB) any agreement provision of applicable law or other instrument binding upon such Selling Shareholder or (iv) any regulation, rule, judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling ShareholderShareholder or any of its properties or (C) any agreement, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization indenture or order of, or qualification with, any governmental body or agency is required for the performance by other instrument binding upon such Selling Shareholder or to which such Selling Shareholder is a party or to which any of its obligations under this Agreement properties are subject, or (ii) result in the creation or imposition of any lien, charge, claim or encumbrance upon any property of such Selling Shareholder, except (other than with respect to clause (i)(A)) as would not, individually or in the aggregate, have a material adverse effect on the ability of such consentSelling Shareholder to consummate the transactions contemplated hereby and thereby. Except for permits, approvalconsents, authorization or order of, or qualification, as has been obtained approvals and as may be similar authorizations required by the securities or “Blue Sky Sky” or insurance securities laws of the various certain jurisdictions in connection with the offer and sale of the Shares to be sold and permits, consents, approvals and authorizations which have been obtained, no permit, consent, approval, authorization or order of any court, governmental agency or body or financial institution is required in connection with the consummation by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under of the transactions contemplated by this Agreement. (c) Such Selling Shareholder hasis, and immediately prior to on the Closing Date will havebe, valid title tothe registered holder of a certificated security representing, or and/or has and will have a valid “security entitlement” within the meaning of Section 8-501 102(a)(7) of the New York Uniform Commercial Code (the “NYUCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement Shareholder, free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, and such Selling Shareholder’s entry into this Agreement and such Selling Shareholder’s sale, transfer and delivery of the Shares to be sold by such Selling Shareholder have been duly authorized by all necessary corporate and/or organizational action, if any, and such Selling Shareholder has the legal right and power, and all authorization and approval required by law, power to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. The Shares to be sold by such Selling Shareholder are not subject to any preemptive or similar rights, and such Selling Shareholder has all rights in and full power and authority to transfer such Shares. (d) Upon payment for delivery in New York of any certificate or certificates representing the Shares to be sold by such Selling Shareholder pursuant to this AgreementShareholder, delivery of such Shares, as directed properly indorsed in blank by the Underwritersan effective indorsement, to either (i) Cede & Co. (“Cede”) or such other nominee as may be designated by the The Depository Trust Company (“DTC”)) or (ii) the Underwriter purchasing such Shares, registration of and upon payment for such Shares in the name of as contemplated by this Agreement, Cede (or such other nominee and nominee) or the crediting Underwriter, as the case may be, will acquire all of such Selling Shareholder’s rights in such Shares on that such Selling Shareholder has or has the books power to transfer, free of DTC to securities accounts any adverse claim within the meaning of Section 8-102(a)(1) of the Underwriters NYUCC; provided that Cede (assuming that neither DTC nor any or such Underwriter other nominee) or the Underwriter, as the case may be, has no notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)NYUCC) to such Shares), . Assuming the proper execution of an entitlement order (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 102(a)(8) of the UCC, NYUCC) given by such Selling Shareholder to the securities intermediary (B) under within the meaning of Section 8-501 102(a)(14) of the UCC, NYUCC) maintaining the Underwriters will acquire a valid security entitlement in for such Selling Shareholder with respect to the Shares to be sold by such Selling Shareholder, and assuming that as a result of the execution of such order a security entitlement with respect to such Shares and is properly credited at a securities intermediary (Cwithin the meaning of Section 8-102(a)(14) of the NYUCC) to the account of the Underwriter purchasing such Shares, upon payment for such Shares as contemplated by this Agreement, then no action based on any “an adverse claim”, claim within the meaning of Section 8-102 of the UCC, to such Shares NYUCC may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes entitlement to the extent that (i) the Underwriter had no notice of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” adverse claim within the meaning of Section 8-102 105 of the UCC NYUCC and (zii) appropriate entries the Underwriter is the entitlement holder (within the meaning of Section 8-102(a)(8) of the NYUCC) with respect to the accounts of the several Underwriters on the records of DTC will have been made pursuant securities account to the UCCwhich such security entitlement is credited. (i) The Registration Statement, when it became effectiveas amended to the date of this Agreement, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect respects such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for Delivery of the Shares to be sold by such Selling Shareholder and payment therefor pursuant to this Agreement, delivery of Agreement will pass valid title to such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee free and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice clear of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCCNew York Uniform Commercial Code, to each Underwriter who has purchased such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes in good faith and without notice of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCCany adverse claim. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares Shareholder set forth in the section “Principal and Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or the partnership agreement of such Selling Shareholder (ii) if such Selling Shareholder is a partnership), or the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, Shareholder (if such Selling Shareholder is not a partnership) or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, exceptexcept for any contraventions of an agreement, instrument, judgment, order or decree which would not, individually or in the case of clauses (i)aggregate, (iii) and (iv), where such contravention would not impair in any material respect adversely affect such Selling Shareholder’s ability to fulfill its obligations under and consummate the transactions contemplated by this Agreement or result in the creation or imposition of any security interest, lien or other encumbrance on any of the Shares being sold by such Selling Shareholder under this Agreement, ; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has have been obtained and as or may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “New York UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon (i) the payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, (ii) delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the The Depository Trust Company (“DTC”), (iii) registration of such Shares in the name of Cede DTC or such other nominee its nominee, and the crediting of such Shares DTC or another person on the books behalf of DTC to securities accounts maintaining possession of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of certificates representing such Shares and (Civ) DTC indicating by book entries on its books that security entitlements with respect to such Shares have been credited to the Underwriter’s securities accounts, the Underwriter will acquire a security entitlement with respect to such Shares and no action based on any “an adverse claim”, within the meaning of claim (as defined in Section 8-102 of the New York UCC, to such Shares ) may be asserted against the Underwriters with respect to Underwriter (assuming that (A) the Underwriter is purchasing such security entitlement; for purposes Shares without notice of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occurany adverse claim, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (yB) DTC will be registered as is a “clearing corporationsecurities intermediary” within the meaning of as defined in Section 8-102 of the New York UCC and (zC) appropriate entries to the accounts State of New York is the “security intermediary’s jurisdiction” of DTC for purposes of Section 8-110 of the several Underwriters on the records of DTC will have been made pursuant to the New York UCC). (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Time of Sale Prospectus General Disclosure Package does notnot contain, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain contain, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , except that the representations and warranties set forth in this paragraph 2(e) are limited only apply to statements in or omissions made in reliance from the Registration Statement, the General Disclosure Package or the Prospectus based upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly specifically for use in the Registration Statementtherein, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written such information furnished to the Company by each such Selling Shareholder expressly for use in consists of the Registration Statementname of such Selling Shareholder, the Time number of Sale Prospectus, Firm Shares to be offered by such Selling Shareholder and the Prospectus or any amendments or supplements thereto is the address and other information relating with respect to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth Shareholder (excluding any percentages), which appear in the section General Disclosure Package or under the caption “Principal and Selling Shareholders” in the Prospectus (except for the percentages set forth therein) (information so furnished in writing being hereinafter called, collectively, the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholders hereby severally but not jointly represents and warrants to, and agrees with the Investor that: 3.1 Such Selling Shareholder, severally if an entity, has been duly organized and not jointlyis validly existing as a limited liability company or a limited partnership, represents and warrants to and agrees with each as the case may be, in good standing in its jurisdiction of the Underwriters that:formation. (a) 3.2 This Agreement has been duly authorized, executed and delivered by or on behalf each of the Selling Shareholders and constitutes valid, legal and binding obligations of such Selling ShareholderShareholders, enforceable against the Selling Shareholders in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The 3.3 Neither the execution and delivery by such Selling Shareholder ofof this Agreement, and nor the performance by each of the Selling Shareholders of its respective obligations under this Agreement (A) violates or will violate such Selling Shareholder Shareholders’ organizational documents, if any, (B) conflicts with or results in a breach of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents agreement of such Selling Shareholder, as applicable, Shareholders or (iii) any agreement or other instrument binding upon to which such Selling Shareholder Shareholders or (iv) any judgmentof its respective assets are bound or will be bound. 3.4 Subject to the accuracy of the representations and warranties of the Investor in Section 4 hereof, order no consent or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order approval of, or qualification filing with, any governmental body authority or agency other person is required for the execution, delivery and performance by such the Selling Shareholders or consummation of the transaction contemplated by this Agreement, other than those have been duly obtained and are in full force and effect or will be duly obtained prior to the Closing. 3.5 Such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained good and as may be required by valid title to the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Secondary Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 hereunder. Each of the New York Uniform Commercial Code Secondary Shares, when sold in respect of, accordance with the Shares to be sold by such Selling Shareholder pursuant to terms of this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name fully paid and non-assessable, will be free from any mortgage, charge, pledge, lien, option, restriction, right of Cede first refusal, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate type of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCCpreferential arrangement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date 3.6 No “directed selling efforts” (as defined in Section 5)Rule 902 of Regulation S under the Securities Act) have been made by any of the Selling Shareholders, any of its affiliates or any person acting on its behalf with respect to any Secondary Shares that are not registered under the Time Securities Act; and none of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain such persons has taken any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, actions that would result in the light sale of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished Secondary Shares to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made Investor under this Agreement by requiring registration under the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this AgreementSecurities Act.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, Shareholder severally and not jointly, jointly represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement Agreement, will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is not a natural person), as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair singly or in any the aggregate have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement of except (a) such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has may have already been obtained and or will be obtained prior to the Closing Date, (b) such as may be required by the securities securities, anti-fraud or Blue Sky laws of the various jurisdictions states or foreign jurisdictions, the rules of the New York Stock Exchange or the rules and regulations of FINRA in connection with the offer and sale of the Shares or (c) such that would not reasonably be expected to be sold by have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (e) Such Selling Shareholder has delivered to the Representatives an executed lock-up agreement (the “Lock-up Agreement”) in substantially the form attached hereto as Exhibit A. (i) The Registration Statement, when it became effective, did not contain contain, and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited in all respects to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with any information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show, or the Prospectus or any amendments or supplements thereto; , it being understood and agreed that the only written information furnished to the Company by each such Selling Shareholder expressly for use consists of the name of such Selling Shareholder, the number of shares offered by such Selling Shareholder and the address and other information with respect to such Selling Shareholder (excluding percentages) that appear in the Registration Statement, the Time of Sale Prospectus, the Prospectus Statement or any amendments or supplements thereto is Prospectus in the information relating table (and corresponding footnotes) under the caption “Selling Stockholders” (with respect to such each Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (, the “Selling Shareholder Information”)Information”).Neither such Selling Shareholder nor any person acting on behalf of such Selling Shareholder (other than, if applicable, the Company and the Underwriters) has prepared, used or referred to, and will not, without the Representatives’ prior consent, prepare, use or refer to, any free writing prospectus relating to the Shares. (fg) Each Such Selling Shareholder represents and warrants has not taken, directly or indirectly, any action that no stamp is designed to or other issuance that has constituted or transfer taxes that could reasonably be expected to cause or duties and no other taxes are result in the stabilization or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or manipulation of the price of any political subdivision or taxing authority thereof, on or security of the Company in connection with the payments made under this Agreement by offering of the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this AgreementShares.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement Agreement, will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws bylaws or other organizational documents equivalent of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a company or corporation), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, have a material respect such adverse effect on the ability of the Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has have been obtained and made under the Securities Act, such as may be required by the Exchange Act or the rules and regulations thereunder or may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementOrdinary Shares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid good and marketable title to, or a valid “security entitlement” within to the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Ordinary Shares to be sold by such Selling Shareholder pursuant to this Agreement hereunder, free and clear of all any security interestsinterest, claimsmortgage, lienspledge, equities lien, charge, claim, equity or encumbrance of any kind, other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder than pursuant to this Agreement, ; and upon delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Ordinary Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts payment of the Underwriters (purchase price therefor as herein contemplated, assuming that neither DTC nor any such the Underwriter has no notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCCclaim, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares receive good and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries marketable title to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (i) The Registration Statement, when Ordinary Shares purchased by it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on from such Selling Shareholder, by (i) India free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or (ii) Mauritius or Singapore (as applicable), or encumbrance of any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreementkind.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Such Selling Shareholder of, has and will have on the Closing Date and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling ShareholderOption Closing Date, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i)may be, (iii) good and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability marketable title to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder hashereunder, and immediately prior to the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, any liens, encumbrances, equities or other encumbrances and the legal claims whatsoever. Such Selling Shareholder has full power, right and power, and all authorization and approval required by law, to enter into this Agreement and authority to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon Shareholder, and upon sale and delivery of, and payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreementfor, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representationprovided herein, such Selling Shareholder may assume that when will convey good and marketable title to such paymentShares, delivery free and crediting occurclear of any liens, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTCencumbrances, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws equities and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCCclaims whatsoever. (ib) The Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to, or which has constituted or which might reasonably be expected to, cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares and has not sold any securities of the Company within the past three years which were not registered or exempt from registration under the Act. (c) Such Selling Shareholder has reviewed and is familiar with the Registration Statement, when and the preliminary prospectus contained therein, insofar as it became effectiverelates to such Selling Shareholder (including, did but not contain andlimited to, the information set forth in the Prospectus under "Principal and Selling Stockholders"), and to the knowledge of such Selling Shareholder without independent investigation, the preliminary prospectus contained therein does not, and will not on the Closing Date or the Option Closing Date, as amended or supplementedthe case may be, if applicable, will not contain any include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or byBy-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares. (c) Such Selling Shareholder is the record and beneficial owner of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect hereunder and such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder has, and immediately prior to the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement are free and clear of all security interests, claims, liens, encumbrances, equities or other encumbrances and claims whatsoever and, assuming that the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of Underwriters purchase such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor without any such Underwriter has notice of any adverse claim (within the meaning of Section § 8-105 of the New York Uniform Commercial Code (as in effect in the “UCC”)) to such SharesState of New York), (A) DTC shall be a “protected purchaser” of upon the sale and delivery of, and payment for, such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCCas provided herein, the Underwriters will acquire a valid security entitlement in respect own such Shares, free and clear of such Shares all liens, encumbrances, equities and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCCclaims whatsoever. (d) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (e) (i) The Each part of the Registration Statement, when it such part became effective, did not contain and, each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, ; (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5)purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does Prospectus, as of its date, will not contain and, as amended or supplemented, if applicable, as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited apply only to statements or omissions made in reliance upon and in conformity with information relating to furnished in writing by such Selling Shareholder furnished (or on such Selling Shareholder’s behalf) to the Company in writing by or on behalf of such Selling Shareholder the Manager expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, Shareholder severally and not jointly, jointly represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Shareholder and the Company, as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”), will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or incorporation, by-laws or other organizational constituent documents of such Selling ShareholderShareholder (if such Selling Shareholder is a legal entity), as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), ) and (iii) and (iv), where for such contravention that would not impair in any have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under this Agreementconsummate the transactions contemplated hereby, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Shareholder, except (A) such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the Securities Act, the Exchange Act and the securities or Blue Sky laws of the various jurisdictions states and (B) such others as have been obtained in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder hashas (or, upon the conversion of such Selling Shareholder’s preference shares into Ordinary Shares or the exercise of vested stock options into Ordinary Shares, as applicable, will have on or prior to the Closing Date), and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and constitute valid and legally binding obligations of each such Selling Shareholder enforceable in accordance with their terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (ii) enforceability of any indemnification or contribution provision that may be limited under the federal and state securities laws. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, ,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (w) the Underwriters are purchasing such Shares without notice of any adverse claim, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (f) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (g) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) as of the Applicable Time, the Time of Sale Prospectus does notdid not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, and at in the time of each sale light of the Shares in connection circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, any broadly available road show, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters thatUnderwriter as follows: (a) Such Selling Shareholder is the record and beneficial owner of, and has, and on the Closing Date and any applicable Option Closing Date will have, valid and marketable title to the Shares to be sold by such Selling Shareholder, free and clear of all security interests, claims, liens, restrictions on transferability, legends, proxies, equities or other encumbrances; and upon delivery of and payment for such Shares hereunder, the several Underwriters will acquire valid and marketable title thereto, free and clear of any security interests, claims, liens, restrictions on transferability, legends, proxies, equities or other encumbrances. Such Selling Shareholder is selling the Shares to be sold by such Selling Shareholder for such Selling Shareholder’s own account and is not selling such Shares, directly or indirectly, for the benefit of the Company or any Underwriter, and no part of the proceeds of such sale received by such Selling Shareholder will inure, either directly or indirectly, to the benefit of the Company or any Underwriter other than as described in the Registration Statement, the Prospectus and the Disclosure Package. (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) . The execution and delivery by of this Agreement and the performance of the terms hereof and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any agreement or instrument to which such Selling Shareholder of, and the performance is a party or by which such Selling Shareholder of its obligations underis bound, this Agreement will not contravene (i) or any provision of applicable law, regulation, order or (ii) the certificate of incorporation or by-laws or other organizational documents of decree applicable to such Selling Shareholder, as applicableexcept for such breaches, violations or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention defaults that would not impair in any material respect materially and adversely affect such Selling Shareholder’s ability to fulfill its obligations performance under this Agreement, and Agreement or the consummation of any of the transactions contemplated hereby; no consent, approval, authorization or order of, or qualification filing with, any court or governmental agency or body or agency is required for the execution, delivery and performance of this Agreement, or for the consummation of the transactions contemplated hereby, including the sale of the Shares being sold by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by under the Securities Act or state securities laws or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreementblue sky laws. (c) Such Selling Shareholder has, and immediately prior to the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities does not have any registration or other encumbrances similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except as described in the Registration Statement and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement exhibits filed in respect of such Sharesconnection therewith. (d) Upon payment for Such Selling Shareholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares other than any Preliminary Prospectus, the Prospectus or the Disclosure Package or other materials permitted by the Securities Act to be sold distributed by such Selling Shareholder; provided, however, that no Selling Shareholder pursuant has made nor will make any offer relating to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be would constitute a “protected purchaserfree writing prospectus” of such Shares within as defined in Rule 405 under the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCCSecurities Act. (ie) The Registration Statement, when at the time it became effective, at the Closing Date and at any applicable Option Closing Date, as the case may be, did not contain and, as amended or supplemented, if applicable, and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) ; the Time of Sale Prospectus does notProspectus, and at any amendment or supplement thereto, as of its date, the time of each sale Closing Date, and any applicable Option Closing Date, as the case may be, and the Sale Preliminary Prospectus, and any amendment or supplement thereto, as of the Shares in connection with the offering when the Prospectus is Initial Sale Time, do not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, not contain any an untrue statement of a material fact or omit to state a material fact necessary required to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended be stated therein or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided the Disclosure Package, as of the Initial Sale Time, does not 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, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus, if any, as of its issue date and at all subsequent times through the Initial Sale Time, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, including any document filed as an exhibit to the Registration Statement; provided, that the representations and warranties set forth in this paragraph 2(esubsection (e) are limited apply only to the extent that any statements in or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to from a Registration Statement or any post-effective amendment thereto, or the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only thereto are based on written information furnished to the Company by each such Selling Shareholder expressly specifically for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or therein (any amendments or supplements thereto is the written information relating to concerning such Selling Shareholder’s name and the information relating Shareholder specifically for such use being referred to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (as the “Selling Shareholder Information”). (f) Each All Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, Information furnished by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder contained in any Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Firm Shares or until any earlier date that such Selling Shareholder notified or notifies the Company and the Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Selling Shareholder Information, if republished immediately following such event or development, conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Selling Shareholder Information would include any 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 under which they were made, not misleading, such Selling Shareholder has promptly notified or will promptly notify the Company and the Representative and will provide the Company with all necessary information so as to correct such untrue statement or omission. (g) The sale of the Shares by such Selling Shareholder pursuant to this Agreement is not prompted by any material information concerning the Company or any of its subsidiaries that is not set forth in the Time Disclosure Package and Prospectus. (h) The Selling Shareholder has not taken, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of Sale Prospectus and the Prospectusprice of the Common Shares or any other reference security, whether to facilitate the sale or resale of the Firm Shares or otherwise, and pursuant to the terms has taken no action which would directly or indirectly violate any provision of this Agreement.Regulation M.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation operating agreement or by-laws or other organizational documents limited liability company agreement, as applicable, of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, Shareholder except, in the case of clauses (i), (iii) and (iv)each case, where any such contravention would not impair in any reasonably be expected to have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill perform its obligations under this Agreementhereunder, and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, ; except such consent, approval, authorization or order of, or qualification, as has been obtained and in each case as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares, the registration under the Securities Act of the Shares and the approval by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the underwriting terms and arrangements; and except where the failure to obtain such consent, approval, authorization or order of, or qualification with, any governmental body or agency would not reasonably be sold by expected to have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill perform its obligations under this Agreementhereunder. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (e) Such Selling Shareholder has not been prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; , provided that the such representations and warranties set forth in this paragraph 2(esubsection (f) are limited apply only to statements or omissions made in reliance upon and in conformity with information Shareholder Information (defined below) relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and any amendments or supplements thereto. (g) (i) None of such Selling Shareholder or any of its subsidiaries, or, to the Prospectusknowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) Such Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) For the past five years, such Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (a) None of such Selling Shareholder or any of its subsidiaries, or, to the knowledge of such Selling Shareholder, any director, officer, employee, agent, representative, or affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) such Selling Shareholder and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (v) The operations of such Selling Shareholder and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (h) The Selling Shareholder listed on Schedule II hereto organized in a jurisdiction outside of the United States (the “Non-U.S. Selling Shareholder”) represents that no stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other taxes or duties are payable by or on behalf of the Underwriters, the Company or any of its subsidiaries in the Cayman Islands or to any taxing authority thereof or therein in connection with (i) the execution, delivery or consummation of this Agreement, (ii) the sale and delivery of the Shares to the Underwriters or purchasers procured by the Underwriters, or (iii) the resale and delivery of the Shares by the Underwriters in the manner contemplated herein. (i) The Non-U.S. Selling Shareholder represents that (A) the choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Cayman Islands, and will be honored by the courts of the Cayman Islands and (B) the Non-U.S. Selling Shareholder has the power to submit, and pursuant to the terms Section 19 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court. (j) The Non-U.S. Selling Shareholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Shareholder based upon this Agreement would be declared enforceable against the Company by the courts of the Cayman Islands without reconsideration or reexamination of the merits; provided that, in the case of the Cayman Islands, the judgment: (i) is final and conclusive; (ii) is one in respect of which the U.S. federal or New York state court had jurisdiction over the defendant according to Cayman Islands conflict of law rules; (iii) is either for a liquidated sum not in respect of penalties or taxes or a fine or similar fiscal or revenue obligations or, in certain circumstances, for in personam non-money relief; and (iv) was neither obtained in a manner, nor is of a kind, enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, Shareholder severally and not jointly, represents and warrants to and agrees with each of the Underwriters Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement. (c) Such Selling Shareholder hasare, and immediately prior to on the Closing Date will havebe, valid title toduly and validly authorized and validly issued, or a valid “security entitlement” within fully paid and nonassessable; the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the certificates for such Shares to will be sold by genuine; such Selling Shareholder pursuant will have on the Closing Date valid, marketable title to this Agreement such Shares, free and clear of all security interests, liens, encumbrances, claims, charges, restrictions on transfer (other than applicable securities laws and blue sky law restrictions) or other defects whatsoever, with full right and authority to sell and deliver such Shares; and upon the delivery of and payment for such Shares as herein contemplated the Underwriter will receive valid, marketable title thereto, free and clear of all security interests, liens, equities encumbrances, claims, charges, restrictions on transfer or other encumbrances and defects, except any that may be created by the legal right and power, and all authorization and approval required by law, Underwriter's own action. (b) None of the information furnished to enter into this Agreement and to sell, transfer and deliver the Shares to be sold Company in writing by such Selling Shareholder for use in, or a security entitlement in respect of such Shares. (d) Upon payment for connection with the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCCpreparation of, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within Registration Statement or the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any Prospectus contains an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading and the statements with respect to such Selling Shareholder contained in the "Principal and Selling Shareholders" section of the Prospectus and in Item 15 of the Registration Statement are accurate and complete in all material respects. (c) Such Selling Shareholder has duly authorized the Company to act as attorney-in-fact (the "Attorney-in-Fact") for such Selling Shareholder pursuant to a power of attorney (each, a "Power of Attorney") executed by such Selling Shareholder (iiand, by the Company's execution of this Agreement on behalf of the Selling Shareholders, it represents and warrants that it has been duly appointed as Attorney-in-Fact by each of the Selling Shareholders) pursuant to which the Time Attorney-in-Fact is authorized on behalf of Sale Prospectus does notthe Selling Shareholder to execute this Agreement and any other documents necessary or desirable in connection with the sale of the Shares, and at to make delivery of the time certificates for the Shares, to receive the proceeds of each the sale of the Shares in connection with and to give a receipt therefor and to distribute the offering when proceeds from the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf sale of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating Shareholder's Shares to such Selling Shareholder’s name . Such Selling Shareholder has caused a certificate or certificates for the number of Shares to be sold by such Selling Shareholder hereunder to be delivered to the Attorney-in-Fact with irrevocable authority to purchase all requisite stock transfer tax stamps and to hold such certificate or certificates in custody for delivery, or for exchange for other certificates in proper form for delivery, pursuant to the provisions hereof on the Closing Date. (d) This Agreement constitutes the valid and binding obligation of such Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and the information relating to its holdings discretion of Common Shares courts in granting equitable remedies and except that enforceability of the indemnification provisions set forth in Section 8 hereof and the section “Selling Shareholders” contribution provisions set forth in Section 9 hereof may be limited by the United States federal and state securities laws or public policy underlying such laws. (except e) All authorizations and consents necessary for the percentages set forth therein) (the “execution and delivery by such Selling Shareholder Information”)of this Agreement and the sale and delivery hereunder of such Selling Shareholder's Shares have been obtained and are in full force and effect on the date hereof and will be in full force and effect at the Closing Date. (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on The sale of such Selling Shareholder, 's Shares by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as pursuant to this Agreement is not prompted by any material information concerning the Company known by such Selling Shareholder which is not set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Shareholder and ____________, as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the "CUSTODY AGREEMENT") and the Power of Attorney appointing certain individuals as such Selling Shareholder's attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the "POWER OF ATTORNEY") will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “"security entitlement” " within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. (e) Delivery of the Shares to be sold by such Selling Shareholder and payment therefor pursuant to this Agreement, delivery of Agreement will pass valid title to such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee free and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice clear of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCCNew York Uniform Commercial Code, to each Underwriter who has purchased such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes without notice of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCCan adverse claim. (f) If the Selling Shareholder is an officer or director of the Company, (i) The the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, Registration Statement and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectuscomply and, as then amended or supplemented by the Companysupplemented, if applicable, will notcomply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, except that the representations and warranties set forth in this paragraph 2(f) do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein. (g) For each Selling Shareholder other than those making a representation and warranty pursuant to paragraph 2(f) above, (i) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iiiii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Shareholder and American Stock Transfer & Trust Company, LLC, as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset of such Selling Shareholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or to which any of the property, right or asset of such Selling Shareholder is subject or (ii) contravene (ix) any provision of applicable law, or (iiy) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iiiz) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iiiii)(x) and (iv)ii)(z) as would not, where such contravention would not impair individually or in any the aggregate, be reasonably expected to have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, the Custody Agreement and the Power of Attorney and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Shareholder, except such consent, approval, authorization as have been made or order ofobtained under the Securities Act or the Exchange Act or the respective rules and regulations thereunder, or qualification, as has been obtained and such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (e) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (f) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (g) Such Selling Shareholder has delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A (the “Lock-up Agreement”). (h) Such Selling Shareholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement. (i) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, as of its date, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; thereto it being understood and agreed that the only written information furnished to the Company by each such Selling Shareholder expressly for use consists of the name of such Selling Shareholder, the number of offered shares and the address and other information with respect to such Selling Shareholder (excluding percentages) which appear in the Registration Statement, the Time of Sale Prospectus, and the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” (except for the percentages set forth therein) (with respect to each Selling Shareholder, the “Selling Shareholder Information”). (fj) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of If such Selling Shareholder as set forth is a corporation, such Selling Shareholder has been duly organized and is validly existing and in good standing under the Time laws of Sale Prospectus and the Prospectus, and pursuant to the terms its respective jurisdictions of this Agreementorganization.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, except in the case of clauses (i), (iii) and (iv)) as would not, where such contravention would not impair individually or in any the aggregate, have a material respect adverse effect on the ability of such Selling Shareholder’s ability Shareholder to fulfill its obligations under consummate the transactions contemplated by this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body body, agency or agency court is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has have been obtained and made under the Securities Act or such as may be required by the Financial Industry Regulatory Authority, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or applicable securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares Shares, or where the failure to be sold by obtain any such consent, approval, authorization, order or qualification would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to Section 8-501 of the UCC. (e) Such Selling Shareholder is not prompted to sell the Shares to be sold by such Selling Shareholder hereunder by any information concerning the Company or any subsidiary of the Company which is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , except that the representations and warranties set forth in this paragraph 2(e) are limited apply solely to the extent such statements or omissions are made in reliance upon and in conformity with information Selling Shareholder Information relating to such Selling Shareholder furnished and do not apply to the Company in writing by statements or on behalf of such Selling Shareholder expressly for use omissions in the Registration Statement, the Time of Sale Prospectus, Prospectus or the Prospectus or based upon information relating to any amendments or supplements thereto; it being understood and agreed that the only written information Underwriter furnished to the Company in writing by each Selling Shareholder such Underwriter through ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ expressly for use in the Registration Statement, the Time therein. (i) None of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to , any of its holdings subsidiaries, or any director, officer, employee, agent, affiliate, or representative of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “such Selling Shareholder Information”or any of its subsidiaries is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of comprehensive territorial Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea and Syria). (fii) Each Such Selling Shareholder and each of its subsidiaries and affiliates have not since April 24, 2019, engaged in, are not now engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (h) Such Selling Shareholder will not, directly or indirectly, knowingly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, except to the extent permitted for a Person required to comply with Sanctions; (ii) to fund or facilitate any money laundering or terrorist financing activities; or (iii) in any other manner that will result in a violation of any Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (i) Such Selling Shareholder represents and warrants that no stamp it is not (i) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise. (j) No stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other issuance or transfer taxes or duties and no other taxes are payable by or will be required to be withheld or deductedon behalf of the Underwriters, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), the Company or any political subdivision of its subsidiaries in Bermuda, Belgium, the Cayman Islands, Canada, Italy, Ireland, Malta, Spain, Sweden, the United Kingdom and the United States or to any taxing authority thereof, on thereof or in connection with (i) the payments made under execution, delivery or consummation of this Agreement Agreement, (ii) the sale and delivery of the Shares to the Underwriters or purchasers procured by the Underwriter to Underwriters, or for (iii) the account resale and delivery of such the Shares by the Underwriters in the manner contemplated herein. (k) Such Selling Shareholder as set forth in has the Time of Sale Prospectus and the Prospectuspower to submit, and pursuant to Section 21(a) has, to the terms extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 21(a)), and has the power to designate, appoint and empower, and pursuant to Section 21(c), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this AgreementAgreement in any of the Specified Courts.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, Shareholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the agreement or certificate of incorporation or by-laws or other organizational documents limited partnership of such Selling Shareholder, as applicable, ; or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various states or the securities laws of non-U.S. jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementFirm Shares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date and the Option Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, to the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such SharesShareholder. (d) Upon payment for The Shares to be sold by such Selling Shareholder pursuant to this Agreement have been duly authorized and are validly issued, fully paid and non-assessable. (e) Delivery of the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Agreement will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, pass title to such Shares may be asserted against the Underwriters with respect to such free and clear of any security entitlement; for purposes of this representationinterests, such Selling Shareholder may assume that when such paymentclaims, delivery liens, equities and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCCother encumbrances. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, Shareholder severally and not jointly, jointly represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, and, to the extent a party thereto, the Custody Agreement signed by such Selling Shareholder, the Company and Computershare Inc., as Custodian (the “Custodian”), relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation charter or by-laws laws, partnership agreement, trust agreement or other organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is a corporation, as applicabletrust or other business entity), or (iiiii) any agreement or other instrument binding upon such Selling Shareholder or (iviii) any applicable law or judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), ii) and (iii) and (iv)above, where such contravention as would not impair singly or in any the aggregate, be reasonably expected to have a material respect adverse effect on such Selling Shareholder’s ability to fulfill its obligations under consummate the transactions contemplated by this Agreement, or to the extent the Selling Shareholder is a party thereto, the Custody Agreement or the Power of Attorney (a “Selling Shareholder Material Adverse Effect”); and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or, to the extent a party thereto, the Custody Agreement or Power of Attorney of such Selling Shareholder, except (i) such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the United States federal and state securities or laws, Blue Sky laws of the various states of the United States or securities laws of other applicable jurisdictions in connection with the offer and sale of the Shares Shares, (ii) where the failure to be sold by obtain such consents, approvals or authorizations would not have a Selling Shareholder Material Adverse Effect and (iii) those which have been obtained or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreementmade. (ci) Such Institutional Selling Shareholder hasis as of the date hereof, and immediately prior to will be on the Closing Date, the registered owner of, or has as of the date hereof, and will have on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of as defined in Section 8-501 102 of the New York Uniform Commercial Code in respect of, of the Shares to be sold by such Institutional Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, except as described in the Time of Sale Prospectus, and has on the date hereof the legal right and power, and all authorization and approval required by law, to enter into this Agreement and, to the extent that such Institutional Selling Shareholder is a party thereto, the Custody Agreement and the Power of Attorney, and to sell, transfer and deliver the Shares to be sold by such Institutional Selling Shareholder or a security entitlement in respect of such Shares; and (ii) such Management Selling Shareholder on the Closing Date will be the registered owner of, or will have “security entitlement” as defined in Section 8-102 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Management Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances, except as described in the Time of Sale Prospectus, and has on the date hereof the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney, and will have on the Closing Date the legal right and power, and all authorization and approval required by law to sell, transfer and deliver the Shares to be sold by such Management Selling Shareholder or a security entitlement in respect of such Shares. (d) To the extent a party thereto, the Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditor rights and to general principles of equity. (e) Upon payment by the Underwriters for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee in the Company’s register of members and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (CB) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, DTC in each case on the Company’s share registry register of members in accordance with its certificate memorandum of incorporationassociation, bylaws bye-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (f) Such Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain andand at the Closing Date, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) the Prospectus does not contain andand at the Closing Date, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(g) made by each Selling Shareholder are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; , it being understood and agreed that such information consists only of such Selling Shareholder’s name and any information relating to its holdings of Common Stock (including for the only written avoidance of doubt that information furnished set forth in the footnotes to the Company by each beneficial ownership table in the “Principal and Selling Shareholder expressly for use Shareholders” section of the Time of Sale Prospectus and the Prospectus) as set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus each broadly available road show and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, Shareholder severally and not jointly, jointly represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Shareholder and Computershare Trust Company, N.A., as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Custody Agreement”), and the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”), will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws of such Selling Shareholder (if such Selling Shareholder is a corporation) or other organizational documents of such Selling Shareholder, as Shareholder (if applicable), or (iii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument binding upon to which such Selling Shareholder is a party or (iv) by which such Selling Shareholder is bound or to which any of the property or assets of such Selling Shareholder is subject, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder hashas (or, and immediately upon the exercise of vested stock options for shares of Common Stock, will have on or prior to the Closing Date or the applicable Option Closing Date), and on the Closing Date and on each Option Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement on such Closing Date or Option Closing Date, as the case may be, free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder on such Closing Date or Option Closing Date, as the case may be, or a security entitlement in respect of such Shares. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (e) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such SharesShares or any securities entitlement thereto), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (f) Such Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section 1 are not true and correct, is familiar with the Registration Statement, the Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Time of Sale Prospectus or the Prospectus that has had, or may have, a material adverse effect on the Company. Such Selling Shareholder is not prompted by any information concerning the Company which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(e2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Shareholder and Mellon Investor Services, as Custodian, relating to the deposit of the Shares to be sold by such Selling Shareholder (the "CUSTODY AGREEMENT") and the Power of Attorney appointing certain individuals as such Selling Shareholder's attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the "POWER OF ATTORNEY") will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws of such Selling Shareholder (if such Selling Shareholder is a corporation), or other the limited liability company operating agreement of such Selling Shareholder (if such Selling Shareholder is a limited liability company), or the partnership agreement of such Selling Shareholder (if such Selling Shareholder is a general or limited partnership), or the organizational documents of such Selling ShareholderShareholder (if such Selling Shareholder is not a corporation, as applicablelimited liability company or partnership), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, exceptexcept for any contraventions of an agreement, instrument, judgment, order or decree which would not, individually or in the case of clauses (i)aggregate, (iii) and (iv), where such contravention would not impair in any material respect adversely affect such Selling Shareholder’s 's ability to fulfill its obligations under and consummate the transactions contemplated by this Agreement or result in the creation or imposition of any security interest, lien or other encumbrance on any of the Shares being sold by such Selling Shareholder under this Agreement, ; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has have been obtained and as or may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementShares. (c) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “"security entitlement” " within the meaning of Section 8-501 of the New York Uniform Commercial Code (the "NEW YORK UCC") in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Shareholder and are valid and binding agreements of such Selling Shareholder. (e) Delivery of the certificates representing the Shares to be sold by such the Selling Shareholder Shareholders to the Underwriters, together with stock powers duly endorsed either to the Underwriters or in blank by an effective endorsement, and payment therefor pursuant to this Agreement, delivery of Agreement will pass valid title to such Shares, as directed by free and clear of any "adverse claim" within the Underwritersmeaning of Section 8-102(a)(1) of the New York UCC, to Cede & Co. (“Cede”) or each Underwriter who has purchased such other nominee as may be designated by the Depository Trust Company (“DTC”), registration Shares without "notice of an adverse claim" in respect of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code UCC. (the “UCC”)f) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with Prospectus to sell its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made Shares pursuant to the UCCthis Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , except that the representations and warranties set forth in this paragraph 2(e2(g) are limited only apply to statements in or omissions made in reliance from the Registration Statement or the Prospectus based upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly specifically for use in the Registration Statementtherein, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written such information furnished to the Company by each such Selling Shareholder expressly for use in consists of the Registration Statement, the Time name of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, the number of Firm Shares to be offered by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth and the address and other information with respect to such Selling Shareholder (excluding any percentages), which appear under the caption "Principal and Selling Shareholders" in the Time of Sale Prospectus and (the Prospectusinformation so furnished in writing being hereinafter called, and pursuant to collectively, the terms of this Agreement"SELLING SHAREHOLDER INFORMATION").

Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that: (a) Such Selling Shareholder has been duly organized and is validly existing as a company in good standing in its jurisdiction of formation. (b) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder. (bc) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement Agreement, will not contravene (i) contravene any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicableShareholder (if such Selling Shareholder is a corporation), or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, Shareholder except, in the case of clauses (i), ) and (iii) and (iv)above, where such contravention for any breaches, violations or defaults that would not impair not, individually or in any the aggregate, have a material respect adverse effect on such Selling Shareholder’s Shareholder or materially and adversely affect the ability of such Selling Shareholder to fulfill its obligations under this Agreement, and no consummate the transactions contemplated herein. No consent, approval, authorization or order of, or qualification with, any governmental body or agency having jurisdiction over such Selling Shareholder is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling ShareholderAgreement, except for the registration of the Offered Shares under the Securities Act and such consentconsents, approvalapprovals, authorization authorizations, registrations or order of, or qualification, qualifications as has been obtained may be required under the Exchange Act and as may be required by the securities or Blue Sky laws of the various jurisdictions states in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this AgreementOffered Shares. (cd) Such Selling Shareholder has, and immediately prior to on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Offered Shares to be sold by such Selling Shareholder pursuant to this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Offered Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Offered Shares. (de) Upon payment The Offered Shares to be sold by such Selling Shareholder may be freely deposited by such Selling Shareholder with the Depositary or with the custodian as agent for the Depositary in accordance with the Deposit Agreement against issuance of Offered ADSs representing such Offered Shares so deposited by such Selling Shareholder. (f) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to, or which has constituted, or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares or the Offered ADSs. (g) There are no contracts, agreements or understandings between such Selling Shareholder and any person that would give rise to a valid claim against such Selling Shareholder or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering. (h) There are no affiliations or associations between any member of the Financial Industry Regulatory Authority (the “FINRA”) and such Selling Shareholder; none of the proceeds received by such Selling Shareholder from the sale of the Offered Shares represented by the Offered ADSs to be sold by such Selling Shareholder pursuant to this AgreementAgreement will be paid to a member of the FINRAor any affiliate of (or person “associated with,” as such terms are used in the rules of the FINRA) such member. (i) Except as disclosed in the Time of Sale Prospectus, no transaction, stamp, capital or other issuance, registration, transaction, transfer or withholding taxes or duties are payable by or on behalf of the Underwriters in connection with (i) the sale and delivery of the Offered Shares by such Selling Shareholder, the issuance of the Offered ADSs by the Depositary, and the delivery of such Shares, as directed by Offered ADSs to or for the account of the Underwriters, to Cede & Co. (“Cede”ii) or the purchase from such other nominee as may be designated Selling Shareholder and the initial sale and delivery by the Depository Trust Company Underwriters of the Offered ADSs to purchasers thereof, (“DTC”)iii) the deposit by such Selling Shareholder of the Offered Shares with the Depositary and the custodian and the issuance and delivery of the Offered ADSs, registration or (iv) the execution and delivery of such Shares this Agreement. (j) Such Selling Shareholder has not distributed and will not distribute, prior to the later of the latest Option Closing Date (as defined below) and the completion of the Underwriters’ distribution of the Offered ADSs, any offering material in connection with the offering and sale of the Offered ADSs by the Selling Shareholders, including any free writing prospectus. (k) Other than as disclosed in the name Time of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representationSale Prospectus, such Selling Shareholder may assume does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in this offering. (l) Such Selling Shareholder does not have, or has waived prior to the date hereof, any preemptive right, co-sale right or right of first refusal or other similar right to purchases any of the Offered Shares represented by the Offered ADSs that when are to be sold by the Company or any other Selling Shareholder to the Underwriters pursuant to this Agreement; and such paymentSelling Shareholder does not own any warrants, delivery options or similar rights to acquire, and crediting occurdoes not have any right or arrangement to acquire, (x) such Shares will have been registered any capital shares, right, warrants, options or other securities from the Company, other than those described in the name Time of Cede Sale Prospectus. (m) Neither such Selling Shareholder, nor, to the best knowledge of such Selling Shareholder after due inquiry, any director, officer, agent, employee or another nominee designated affiliate of such Selling Shareholder is currently subject to any U.S. sanctions administered by DTCthe OFAC (n) Any certificate signed by any officer of such Selling Shareholder and delivered to the Representative or counsel for the Underwriters as required or contemplated by this Agreement shall constitute a representation and warranty hereunder by such Selling Shareholder, as to matters covered thereby, to each Underwriter. (o) Such Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in each case Section 1 are not true and correct, is familiar with the Registration Statement, the Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Time of Sale Prospectus or the Prospectus that has had, or may have, a material adverse effect on the Company’s share registry in accordance with Company and its certificate of incorporationSubsidiaries and Affiliated Entities, bylaws and applicable law, (y) DTC will be registered taken as a “clearing corporation” within whole. Such Selling Shareholder is not prompted by any information concerning the meaning Company or its Subsidiaries and Affiliated Entities which is not set forth in the Time of Section 8-102 of the UCC and (z) appropriate entries Sale Prospectus to the accounts of the several Underwriters on the records of DTC will have been made sell its Offered ADSs pursuant to the UCCthis Agreement. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder; (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares Offered ADSs in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; , provided that the representations and warranties set forth in this paragraph 2(e2(p) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto; it being understood and agreed that the only written information furnished to the Company by each Selling Shareholder expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Shareholder’s name and the information relating to its holdings of Common Shares set forth in the section “Selling Shareholders” (except for the percentages set forth therein) (the “Selling Shareholder Information”). (f) Each Selling Shareholder represents and warrants that no stamp or other issuance or transfer taxes or duties and no other taxes are or will be required to be withheld or deducted, or otherwise imposed on such Selling Shareholder, by (i) India or (ii) Mauritius or Singapore (as applicable), or any political subdivision or taxing authority thereof, on or in connection with the payments made under this Agreement by the Underwriter to or for the account of such Selling Shareholder as set forth in the Time of Sale Prospectus and the Prospectus, and pursuant to the terms of this Agreement.