Exhibit 10.1


 


EXECUTION
VERSION

 


Certain identified information marked with ** has been excluded from this exhibit because it is both (i) not material and (ii) would be
competitively harmful if publicly disclosed.


 


Schedules to this Exhibit have also been omitted. The omitted information is not material
and, if publicly disclosed, would likely cause competitive harm to the registrant.


 





 



 


$450,000,000


 


EMERGENT BIOSOLUTIONS INC.


 


3.875% Senior Unsecured Notes due 2028


 


PURCHASE AGREEMENT


 


Dated: August 4, 2020



 





 



 






    	 		 



     


    

 


Table
of Contents


 





	 	 	Page
	SECTION 1.	Representations and Warranties	2
	SECTION 2.	Sale and Delivery to Initial Purchasers; Closing; Agreements to Sell, Purchase and Resell	17
	SECTION 3.	Covenants of the Company and the Guarantors	19
	SECTION 4.	Payment of Expenses	23
	SECTION 5.	Conditions of Initial Purchasers’ Obligations	24
	SECTION 6.	Indemnification	26
	SECTION 7.	Contribution	29
	SECTION 8.	Representations, Warranties and Agreements to Survive Delivery	30
	SECTION 9.	Termination of Agreement	31
	SECTION 10.	Default by One or More of the Initial Purchasers	32
	SECTION 11.	Notices	33
	SECTION 12.	Parties	33
	SECTION 13.	GOVERNING LAW AND TIME	33
	SECTION 14.	Effect of Headings	33
	SECTION 15.	Definitions	34
	SECTION 16.	Permitted Free Writing Documents	35
	SECTION 17. 	Absence of Fiduciary Relationship	36
	SECTION 18.	Research Analyst Independence and Other Activities of the Initial Purchasers	36
	SECTION 19.	Waiver of Jury Trial	37
	SECTION 20.	Consent to Jurisdiction	37
	SECTION 21.	Recognition of the U.S. Special Resolution Regimes	37



 






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EXHIBITS


 





	Exhibit A –	Initial Purchasers
	Exhibit B –	Guarantors
	Exhibit C –	Subsidiaries of the Company
	Exhibit D –	Form of Pricing Term Sheet
	Exhibit E –	Issuer Free Writing Documents
	Exhibit F –	Form of Opinion and Negative Assurance Letter of Company Counsel
	Exhibit G –	Form of Opinion of Maryland Counsel



 






    	 	ii	 



     


    





 


$450,000,000


 


EMERGENT BIOSOLUTIONS INC.


 


3.875% Senior Unsecured Notes due 2028


 


PURCHASE AGREEMENT


 


August 4,
2020


 


Wells
Fargo Securities, LLC


As Representative of the several Initial Purchasers


          c/o Wells Fargo Securities, LLC


          550 S. Tryon Street


          Charlotte, North Carolina 28202


 


Ladies and Gentlemen:


 


Emergent
BioSolutions Inc., a Delaware corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC
(“Wells Fargo”) and each of the other Initial Purchasers named on Exhibit A hereto (collectively, the “Initial
Purchasers,” which term shall also include any person substituted for an Initial Purchaser pursuant to Section 10
hereof), for whom Wells Fargo is acting as representative (in such capacity, the “Representative”), with respect
to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of $450,000,000
in aggregate principal amount of the Company’s 3.875% Senior Unsecured Notes due 2028 (the “Securities”).
The Securities will be issued pursuant to an Indenture to be dated as of August 7, 2020 (the “Indenture”)
among the Company, the Guarantors referred to below, and U.S. Bank National Association, as trustee (the “Trustee”).
The Company’s obligations under the Securities, including the due and punctual payment of interest on the Securities, will
be irrevocably and unconditionally guaranteed on an unsecured senior basis (the “Guarantees”) by the guarantors
named on Exhibit B hereto (together, the “Guarantors”). As used herein, the term “Securities”
shall include the Guarantees, unless the context otherwise requires. Certain terms used in this purchase agreement (this “Agreement”)
are defined in Section 15 hereof.


 


The
Securities will be offered and sold to the Initial Purchasers without registration under the 1933 Act, in reliance on the exemption
provided by Section 4(a)(2) of the 1933 Act. The Company and the Guarantors have prepared a preliminary offering
memorandum, dated August 4, 2020 (the “Preliminary Offering Memorandum”), a pricing term sheet substantially
in the form attached hereto as Exhibit D (the “Pricing Term Sheet”) setting forth the terms of the Securities
omitted from the Preliminary Offering Memorandum and an offering memorandum, dated August 4, 2020 (the “Offering
Memorandum”), setting forth information regarding the Company and the Securities. The Preliminary Offering Memorandum,
as supplemented and amended as of the Applicable Time, together with the Pricing Term Sheet and any of the documents listed on
Exhibit E hereto are collectively referred to as the “General Disclosure Package.” The Company and the
Guarantors hereby confirm that they have authorized the use of the General Disclosure Package and the Offering Memorandum in connection
with the offering and resale of the Securities by the Initial Purchasers.


 






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The
Initial Purchasers have advised the Company that they will offer and resell (the “Exempt Resales”) the
Securities purchased by them hereunder on the terms set forth in each of the General Disclosure Package and the Offering Memorandum,
as amended or supplemented, solely (i) to persons whom they reasonably believe to be “qualified institutional buyers”
as defined in Rule 144A under the 1933 Act (“QIBs”) and will take reasonable steps to ensure that such
purchasers are aware that such sales are being made in reliance on Rule 144A, and (ii) in compliance with Regulation
S under the 1933 Act (“Regulation S”). Those persons specified in clauses (i) and (ii) of this paragraph
are referred to herein as “Eligible Purchasers.”


 


SECTION 1.
Representations and Warranties.


 


(a)            Representations
and Warranties by the Company and the Guarantors. The Company and each Guarantor (it being understood that each Guarantor
represents only as to itself), jointly and severally, represent and warrant to each Initial Purchaser as of the date hereof, as
of the Applicable Time, and as of the Closing Date referred to in Section 2(b) hereof, and agree with each Initial Purchaser,
as follows:


 


(1)              Rule 144A
Information. Each of the Preliminary Offering Memorandum, the General Disclosure Package and the Offering Memorandum, each
as of its respective date, contains all the information required by Rule 144A(d)(4) under the 1933 Act.


 


(2)              No
Stop Orders. The Preliminary Offering Memorandum, the General Disclosure Package and the Offering Memorandum have been prepared
by the Company and the Guarantors for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing
the use of the Preliminary Offering Memorandum, the General Disclosure Package or the Offering Memorandum, or any order asserting
that the transactions contemplated by this Agreement are subject to the registration requirements of the 1933 Act has been issued,
and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Company or any of the Guarantors is
contemplated.


 


(3)              No
Material Misstatement or Omission. (i) The Preliminary Offering Memorandum, as of the date thereof, did not include 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) the General Disclosure Package, as of the Applicable Time,
did not include 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 Offering Memorandum, as of the date
thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and
(iv) each Issuer Free Writing Document (as defined below), when taken together with the General Disclosure Package, did not,
and, at 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.


 






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The
representations and warranties in the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering
Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement
to any of the foregoing made in reliance upon and in conformity with written information relating to any Initial Purchaser furnished
to the Company by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed
that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in
Section 6(b) hereof.


 


(4)              [Reserved]


 


(5)              Reporting
Compliance. The Company is subject to, and is in full compliance in all material respects with, the reporting requirements
of Section 13 and Section 15(d), as applicable, of the 1934 Act.


 


(6)              Independent
Accountants. Ernst & Young LLP are independent public accountants as required by the 1933 Act and the 1934 Act and
the rules and regulations thereunder/pursuant to the rules applicable to such accountants under the American Institute
of Certified Public Accountants, or AICPA.


 


(7)              Financial
Statements. The financial statements of the Company included in the General Disclosure Package and the Offering Memorandum,
together with the related schedules (if any) and notes thereto, present fairly in all material respects the financial position
of the Company and its consolidated subsidiaries at the dates indicated and the results of operations, changes in stockholders’
equity and cash flows of the Company and its consolidated subsidiaries for the periods specified in conformity with GAAP. These
statements comply, in all material respects, with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations,
or the 1934 Act and the 1934 Act Regulations, as applicable, except as otherwise disclosed therein. Unaudited, interim financial
statements are subject to normal year end audit adjustments and the exclusion of certain footnotes. The information in the Preliminary
Offering Memorandum and the Offering Memorandum under the captions “Summary Consolidated Financial Data” and “Selected
Financial Information” presents fairly in all material respects the information shown therein and has been prepared on a
basis consistent with that of the audited financial statements of the Company included in the General Disclosure Package and the
Offering Memorandum.


 






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(8)              No
Material Adverse Change in Business. Since the respective dates as of which information is given in the Preliminary Offering
Memorandum, the General Disclosure Package and the Offering Memorandum (in each case exclusive of any amendments or supplements
thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that would
reasonably be expected to result in a material adverse change, in the financial condition, results of operations, business, properties
or management of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (in
any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure
Package and the Offering Memorandum (in each case exclusive of any amendments or supplements thereto subsequent to the date of
this Agreement), neither the Company nor any of its subsidiaries has incurred any liability or obligation, direct or contingent,
or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and
its subsidiaries taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with
its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered
by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree which would reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect; and (C) there has been no dividend
or distribution of any kind declared, paid or made by the Company on any class of its capital stock.


 


(9)              Good
Standing of the Company, the Guarantors and Subsidiaries. Each of the Company, the Guarantors and their respective subsidiaries
has been duly organized and is validly existing as a corporation, limited liability company, limited partnership or general partnership,
as the case may be, in good standing under the laws of the state of its jurisdiction of organization and has power and authority
to own, lease and operate its properties and to conduct its business as described in the Preliminary Offering Memorandum, the General
Disclosure Package and the Offering Memorandum and to enter into and perform its obligations under the Transaction Documents. Each
of the Company, the Guarantors and their respective subsidiaries is duly qualified as a foreign corporation, limited liability
company, limited partnership or general partnership, as the case may be, to transact business and is in good standing in each jurisdiction
in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business,
except where the failure so to qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect.


 


(10)            Ownership
of Subsidiaries. All of the issued and outstanding shares of capital stock of each subsidiary of the Company that is a corporation,
all of the issued and outstanding partnership interests of each subsidiary of the Company that is a limited or general partnership
and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each
subsidiary of the Company that is a limited liability company have been duly authorized and validly issued, are fully paid and
(except in the case of general partnership interests) non-assessable (to the extent that such status is applicable and exists under
the laws of the jurisdiction in which such entity is organized) and are owned by the Company, directly or through subsidiaries,
free and clear of any Lien, except pursuant to the Company’s Amended and Restated Credit Agreement, dated as of September 29,
2017 (as amended and restated on October 15, 2018, and as may be further amended, amended and restated, supplemented or otherwise
modified from time to time) among the Company, the lenders from time to time party thereto and Wells Fargo Bank, National Association,
as administrative agent. None of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation,
none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none
of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such
subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other
similar rights of any securityholder of such subsidiary or any other person. The only significant subsidiaries (as defined in Rule 1-02
of Regulation S-X of the Commission) of the Company are the subsidiaries listed on Exhibit C hereto and Exhibit C accurately
sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction
of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company,
its general partners and managing members, respectively.


 









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(11)            Capitalization.
The authorized, issued and outstanding capital stock of the Company as of June 30, 2020 is as set forth in the column entitled
“Actual” and in the corresponding line items under the caption “Capitalization” in the Preliminary Offering
Memorandum and the Offering Memorandum (except for subsequent issuances, if any, pursuant to employee or director stock option,
stock purchase or other equity incentive plans described in the Preliminary Offering Memorandum and the Offering Memorandum or
upon the exercise of options issued under such plans). The shares of issued and outstanding capital stock of the Company have been
duly authorized and validly issued and are fully paid and non-assessable and were issued in material compliance with all applicable
foreign, state and federal securities and “Blue Sky” laws. None of the outstanding shares of capital stock of the Company
was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of the
Company or any other person.


 


(12)            No
Other Securities of Same Class. When the Securities and Guarantees are issued and delivered pursuant to this Agreement, such
Securities and Guarantees will not be of the same class (within the meaning of Rule 144A under the 1933 Act) as securities
of the Company or the Guarantors that are listed on a national securities exchange registered under Section 6 of the 1934
Act or that are quoted in a United States automated inter-dealer quotation system.


 


(13)            No
Registration. No registration under the 1933 Act of the Securities or the Guarantees, and no qualification of the Indenture
under the 1939 Act with respect thereto, is required for the sale of the Securities and the Guarantees to you as contemplated hereby
or for the initial resale of Securities by you to the Eligible Purchasers, assuming the accuracy of the Initial Purchasers’
representations in this Agreement.


 


(14)            No
General Solicitation. No form of general solicitation or general advertising within the meaning of Regulation D under the 1933
Act (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine
or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising) (each, a “General Solicitation”) was used by the Company or any of its
affiliates or any of its representatives (other than the Initial Purchasers, as to whom the Company and the Guarantors make no
representation) in connection with the offer and sale of the Securities.


 






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(15)            Regulation
S Compliance. No directed selling efforts within the meaning of Rule 902 under the 1933 Act were or will be used by the
Company and its subsidiaries or any of their respective representatives (other than the Initial Purchasers, as to whom the Company
and the Guarantors make no representation) with respect to Securities sold in reliance on Regulation S, and the Company, any affiliate
of the Company and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and the
Guarantors make no representation) has complied with and will implement the “offering restrictions” required by Rule 902
under the 1933 Act.


 


(16)            No
Integration. None of the Company, any Guarantor or any person acting on behalf of the Company or any Guarantor has sold or
issued any securities that would be integrated with the offering of the Securities contemplated by this Agreement pursuant to the
1933 Act, the rules and regulations thereunder or the interpretations thereof by the Commission, in a manner that would require
the Securities to be registered under the 1933 Act.


 


(17)            Authorization
of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and each Guarantor.


 


(18)            Full
Power. The Company and each Guarantor has full right, power and authority to execute, deliver and perform its obligations under
the Transaction Documents.


 


(19)            The
Indenture. The Indenture has been duly authorized by the Company and each Guarantor and, on the Closing Date, will have been
duly executed and delivered by the Company and each Guarantor and, assuming the due authorization, execution and delivery thereof
by the Trustee, will constitute a valid and binding agreement of the Company and each Guarantor, enforceable against the Company
and each Guarantor in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally or by general
principles of equity.


 


(20)            The
Securities. The Securities (excluding the Guarantees) have been duly authorized and, at the Closing Date, will have been duly
executed by the Company and, when authenticated by the Trustee in the manner provided in the Indenture and delivered against payment
of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally or by general
principles of equity, and will be in the form contemplated by, and entitled to the benefits of, the Indenture.


 


(21)            The
Guarantees. The Guarantees have been duly authorized and, at the Closing Date, the Indenture (which includes the Guarantees)
will have been duly executed by the Guarantors. When the Securities are authenticated by the Trustee in the manner provided for
in the Indenture and delivered against payment therefor as provided in this Agreement, the Guarantees will constitute valid and
binding obligations of the Guarantors, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally or by general principles
of equity, and will be in the form contemplated by, and entitled to the benefits of, the Indenture.


 









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(22)            Description
of the Securities and Agreements. The Securities, the Guarantees and the Indenture will conform in all material respects to
the respective statements relating thereto contained in the Preliminary Offering Memorandum, the General Disclosure Package and
the Offering Memorandum.


 


(23)            Absence
of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (i) in violation of its Organizational Documents,
(ii) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their
respective assets, properties or operations or (iii) in breach or default (or with or without the giving of notice or the
passage of time or both, would be in breach or default) in the performance or observance of any obligation, agreement, covenant
or condition contained in any Company Document, except in the case of clauses (ii) or (iii) for such violations, breaches
or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The
execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated therein
and in the Preliminary Offering Memorandum, the General Disclosure Package and the Offering Memorandum (including the issuance
and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Preliminary Offering
Memorandum and the Offering Memorandum under the caption “Use of Proceeds”) and compliance by the Company and the Guarantors
with their obligations under the Transaction Documents do not and will not, whether with or without the giving of notice or passage
of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event under, or result in
the creation or imposition of any Lien upon any property or assets of the Company or any of its subsidiaries pursuant to, any Company
Documents, except for such conflicts, breaches or defaults that would not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect. Such actions will not result in any violation of (i) the provisions of the Organizational
Documents of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order,
writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company
or any of its subsidiaries or any of its or their respective assets, properties or operations, except in the case of clause (ii) for
such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(24)            Transactions
with Related Persons. No relationship, direct or indirect, that would be required to be described in a registration statement
of the Company pursuant to Item 404 of Regulation S-K currently exists, between or among the Company and its subsidiaries, on the
one hand, and the directors, officers, affiliates, stockholders, customers or suppliers of the Company and its subsidiaries, on
the other hand, that has not been described in the General Disclosure Package and the Offering Memorandum.


 






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(25)            Absence
of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge
of the Company or any of its subsidiaries, is imminent, and neither the Company nor any of its subsidiaries are aware of any existing
or imminent labor disturbance by the employees of any of the principal suppliers, manufacturers, customers or contractors of the
Company or any of its subsidiaries which, in each case, would reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect.


 


(26)            Absence
of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental
agency or body, domestic or foreign, now pending, or, to the knowledge of the Company or its subsidiaries, threatened, against
or affecting the Company or any of its subsidiaries (other than as disclosed in the Preliminary Offering Memorandum, the General
Disclosure Package or the Offering Memorandum), which would reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect or to materially and adversely affect the consummation of the transactions contemplated in the Transaction
Documents or the performance by the Company or the Guarantors of their obligations under the Transaction Documents. The aggregate
of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of
their respective property or assets is the subject which are not described in the Preliminary Offering Memorandum or the Offering
Memorandum, including ordinary routine litigation incidental to the business, would not reasonably be expected, individually or
in the aggregate, to result in a Material Adverse Effect.


 


(27)            Description
of Contracts. There are no contracts or other documents that would be required to be described in a registration statement
filed under the 1933 Act or filed as exhibits to a registration statement of the Company pursuant to Item 601(b)(10) of Regulation
S-K that have not been described in the General Disclosure Package and the Offering Memorandum. The statements made in the General
Disclosure Package and the Offering Memorandum, insofar as they purport to constitute summaries of the terms of the contracts and
other documents that are so described, constitute accurate summaries of the terms of such contracts and documents in all material
respects.


 


(28)            Description
of Legal Matters. The statements made in the General Disclosure Package and the Offering Memorandum under the captions “Risk
Factors—Intellectual Property Risks” and “Business—Regulation”, insofar as they purport to constitute
summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents,
constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and
contracts and other documents in all material respects.


 






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(29)            Solvency.
On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption
“Use of Proceeds” in the General Disclosure Package and the Offering Memorandum, the Company and the Guarantors taken
as a whole will be Solvent (as hereinafter defined). As used in this paragraph, the term “Solvent” means, with respect
to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of
the Company and the Guarantors, taken as a whole, is not less than the total amount required to pay the liabilities of the Company
and the Guarantors on their total existing debts and liabilities (including contingent liabilities) as they become absolute and
matured; (ii) the Company and the Guarantors are able to pay their debts and other liabilities, contingent obligations and
commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of
the Securities as contemplated by this Agreement and the General Disclosure Package and the Offering Memorandum, the Company and
the Guarantors, taken as a whole, are not incurring debts or liabilities beyond their ability to pay as such debts and liabilities
mature; and (iv)  the Company and the Guarantors, taken as a whole, are not otherwise insolvent under the standards set forth
in applicable laws.


 


(30)            Possession
of Intellectual Property. The Company and its subsidiaries own and possess or have valid and enforceable licenses to use, all
patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service
names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”)
that is necessary for the conduct of their respective businesses as currently conducted and as described in the General Disclosure
Package and the Offering Memorandum. Neither the Company nor any of its subsidiaries has received any notice or is otherwise aware
of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances
which could form a reasonable basis for concluding that any Intellectual Property of the Company is invalid or inadequate to protect
the interests of the Company or any of its subsidiaries therein, except as would not reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect. There are no third parties who have or, to the knowledge of the Company
or any of its subsidiaries, will be able to establish rights to any Intellectual Property of the Company or any of its subsidiaries,
except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the General Disclosure
Package and the Offering Memorandum disclose is licensed to the Company or any of its subsidiaries and except as would not reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect. Except as otherwise disclosed in the Company’s
filings made pursuant to the 1934 Act, there is no pending or, to the knowledge of the Company or any of its subsidiaries, threatened
action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to any such
Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that
the Company or any subsidiary of the Company infringes or otherwise violates, or would, upon the commercialization of any product
or service described in the General Disclosure Package or the Offering Memorandum, infringe or violate, any Intellectual Property
of others, and the Company and its subsidiaries are unaware of any facts which could form a reasonable basis for any such action,
suit, proceeding or claim, except as would not reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect. The Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual
Property has been licensed to the Company and its subsidiaries or any Company subsidiary, all such agreements are in full force
and effect, and no event or condition has occurred or exists that gives or, with notice or passage of time or both, would give
any person the right to terminate any such agreement, except as would not reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Effect.


 









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(31)            Absence
of Further Requirements. Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in
Section 2(d) and their compliance with their agreements set forth herein, (A) no filing with, or authorization,
approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic
or foreign, (B) no authorization, approval, vote or consent of any holder of capital stock or other securities of the Company
or any Guarantor or creditor of the Company or any of its subsidiaries, (C) no authorization, approval, waiver or consent
under any Company Document, and (D) no authorization, approval, vote or consent of any other person or entity, is necessary
or required for the execution, delivery or performance by the Company or the Guarantors of their obligations under the Transaction
Documents, for the offering, issuance, sale or delivery of the Securities or the Guarantees hereunder, or for the consummation
of any of the other transactions contemplated by this Agreement, in each case on the terms contemplated by the General Disclosure
Package and the Offering Memorandum, except, in each case, (i) that no representation is made as to such as may be required
under state or foreign securities laws and (ii) where the failure to make or obtain any of the foregoing in the case of clause
(A) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(32)            Possession
of Licenses and Permits. The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations
(collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory
agencies or bodies necessary to conduct the business now operated by them. The Company and its subsidiaries are in compliance with
the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected
to, individually or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full
force and effect, except where the failure to be valid and in full force and effect would not reasonably be expected to, individually
or in the aggregate, result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice
of proceedings relating to the revocation or modification of any such Governmental Licenses.


 






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(33)            Title
to Property. The Company and each of its subsidiaries have good and marketable title in fee simple to all real property owned
by any of them (if any) and good title to all other properties and assets owned by any of them, in each case, free and clear of
all Liens except such as (a) are described in the General Disclosure Package and the Offering Memorandum or (b) do not,
individually or in the aggregate, materially affect the value of such property or interfere with the use made and proposed to be
made of such property by the Company or any of its subsidiaries. All real property, buildings and other improvements, and all equipment
and other property, held under lease or sublease by the Company or any of its subsidiaries is held by them under valid, subsisting
and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property,
buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made
of such property and buildings or other improvements by the Company and its subsidiaries, and all such leases and subleases are
in full force and effect. Neither the Company nor any of its subsidiaries has any notice of any claim of any sort that has been
asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned
above or affecting or questioning the rights of the Company or any of its subsidiaries to the continued possession of the leased
or subleased premises or the continued use of the leased or subleased equipment or other property, except for such claims which,
if successfully asserted against the Company, or any of its subsidiaries, would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect.


 


(34)            Investment
Company Act. Neither the Company nor any of its subsidiaries is, and upon the issuance and sale of the Securities as herein
contemplated and the receipt and application of the net proceeds therefrom as described in the General Disclosure Package and the
Offering Memorandum under the caption “Use Of Proceeds,” will be, required to register as an “investment company”
or an entity “controlled” by an “investment company” as such terms are defined in the 1940 Act.


 


(35)            Environmental
Laws. Except as described in the General Disclosure Package and the Offering Memorandum and except, in each case, as would
not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company
nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance,
code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative
order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and
regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous
substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental
Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable
Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, Liens, notices of noncompliance or violation, investigation
or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (D) there are no events
or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit
or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries
relating to Hazardous Materials or any Environmental Laws.


 






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(36)            Tax
Matters. Except for failures that would not, individually or in the aggregate, result in a Material Adverse Effect, the Company
and each of its subsidiaries (a) have timely filed all tax returns that were required to have been filed or have obtained
extensions thereof, (b) have paid all taxes (including, without limitation, any estimated taxes) that were required to have
been paid and any other assessment, fine or penalty (including, in each case, in its capacity as a withholding agent), except for
any such tax, assessment, fine or penalty that is currently being contested in good faith by appropriate actions and for which
adequate reserves have been provided in accordance with GAAP and (c) have made adequate accruals and reserves (in accordance
with GAAP) for all taxes, assessments, fines or penalties not yet due and payable.


 


(37)            Insurance.
The Company and its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as the Company reasonably believes are prudent and customary in the businesses in which they are engaged; all policies
of insurance and any fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets,
employees, officers and directors are in full force and effect; the Company and its subsidiaries are in compliance with the terms
of such policies and instruments in all material respects; there are no claims by the Company, or any of its subsidiaries under
any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights
clause; none of the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and none
of the Company, nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(38)            Accounting
and Disclosure Controls. The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide
reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations;
(B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization;
and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences. Except as described in the General Disclosure Package and the Offering Memorandum,
since the first day of the Company’s earliest fiscal year for which audited financial statements are included in the General
Disclosure Package and the Offering Memorandum, there has been (1) no material weakness or significant deficiency (as defined
in Rule 1-02 of Regulation S-X of the Commission) in the Company’s internal control over financial reporting (whether
or not remediated), and (2) no material fraud involving management or other employees who have a role in the Company’s
internal control over financial reporting and, since the end of the Company’s earliest fiscal year for which audited financial
statements are included in the General Disclosure Package and the Offering Memorandum, there has been no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting. The Company and its subsidiaries have established, maintained and periodically evaluate
the effectiveness of “disclosure controls and procedures” (as defined in Rules 13a-15 and 15d-15 under the 1934
Act). Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in
the reports that it will be required to file or submit under the 1934 Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s
management, including its principal executive officer or officers and principal financial officer or officers, as appropriate,
to allow timely decisions regarding disclosure.


 






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The
Company’s independent public accountants and the audit committee of the Company’s board of directors have been advised
of all material weaknesses, if any, and significant deficiencies (as defined in Rule 1-02 of Regulation S-X of the Commission),
if any, in the Company’s internal control over financial reporting and of all fraud, if any, whether or not material, involving
management or other employees who have a role in the Company’s internal controls, in each case that occurred or existed,
or was first detected, at any time during the three most recent fiscal years covered by the Company’s audited financial statements
included in the General Disclosure Package and the Offering Memorandum or at any time subsequent thereto.


 


(39)            Compliance
with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors
or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act with
which any of them is required to comply, including Section 402 related to loans.


 


(40)            Margin
Requirements. None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds
from the sale of the Securities), will violate or result in a violation of Section 7 of the 1934 Act, or any regulation promulgated
thereunder, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System.


 


(41)            Absence
of Manipulation. Neither the Company or any of the Guarantors nor any of their respective subsidiaries has taken or will take,
directly or indirectly, any action designed to or that would constitute or that would reasonably be expected to cause or result
in the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Securities.


 


(42)            Statistical
and Market-Related Data. Any statistical, demographic, market-related and similar data included in the General Disclosure Package
or the Offering Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material
respects and accurately reflect the materials upon which such data is based or from which it was derived in all material respects,
and the Company has delivered true, complete and correct copies of such materials to the Representative if the Representative has
requested such materials.


 






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(43)            No
Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer, or employee of the Company or
any of its subsidiaries, nor, to the knowledge of the Company and each of the Guarantors, any agent or other person acting on behalf
of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would
result in (i) the use of any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii) the making or taking of an act in furtherance of an offer, promise or authorization of any direct
or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of
any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity
for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) a
violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or
regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions,
or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption
laws; or (iv) the making, offering, requesting or taking of, or the agreement to take, an act in furtherance of any unlawful
bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful
or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain
and enforce policies and procedures designed to promote and ensure compliance in all material respects with all applicable anti-bribery
and anti-corruption laws.


 


(44)            Compliance
with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in
compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign
Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all applicable jurisdictions, the rules and
regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental
or regulatory agency (collectively, the “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 the Company or any of its
subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company or any Guarantor, threatened.


 


(45)            No
Conflicts with Sanctions Laws. None of the Company nor any of its subsidiaries, nor to the knowledge of the Company or any
of the Guarantors, any of the Company’s or any subsidiary’s directors, officers, employees, or agents is currently
the subject of any sanctions administered or enforced by the U.S. Government, (including, without limitation, the Office of Foreign
Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including,
without limitation, the designation as a “specially designated national” or “blocked person”), the United
Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”),
or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, any of its subsidiaries
located, organized or resident in a country, region or territory that is the subject or the target of Sanctions, including, without
limitation, Cuba, Iran, North Korea, Crimea and Syria (each, a “Sanctioned Country”); and the Company will
not directly or indirectly use any of the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business
with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, except as otherwise
permitted by applicable law, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country, except
as otherwise permitted by applicable law, or (iii) in any other manner that could result in a violation by any person (including
any person participating in the transaction, whether as initial purchaser, advisor, investor or otherwise) of any Sanctions. For
the past three years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will
not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject
or the target of any Sanctions or with any Sanctioned Country, except as otherwise permitted by applicable law.


 






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(46)            ERISA
Compliance. None of the following events has occurred or exists: (i) a failure to fulfill the obligations, if any,
under the minimum funding standards of Section 302 of ERISA with respect to a Plan determined without regard to any waiver
of such obligations or extension of any amortization period; (ii) an audit or investigation by the Internal Revenue Service,
the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal, state or foreign governmental
or regulatory agency with respect to the employment or compensation of employees by the Company or any of its subsidiaries that
would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; or (iii) any breach
of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or
compensation of employees by the Company or any of its subsidiaries that would reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur: (i) a
material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Company
and its subsidiaries compared to the amount of such contributions made in the Company’s most recently completed fiscal year;
(ii) a material increase in the “accumulated post-retirement benefit obligations” (within the meaning of Statement
of Financial Accounting Standards 106) of the Company and its subsidiaries compared to the amount of such obligations in the
Company’s most recently completed fiscal year; (iii) any event or condition giving rise to a liability under Title IV
of ERISA that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; or (iv) the
filing of a claim by one or more employees or former employees of the Company or any of its subsidiaries related to its or their
employment that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. For purposes
of this paragraph and the definition of ERISA, the term “Plan” means a plan (within the meaning of Section 3(3) of
ERISA) with respect to which the Company or any of its subsidiaries may have any liability.


 


(47)            Changes
in Management. Except as disclosed in the General Disclosure Package and the Offering Memorandum, none of the persons who were
officers or directors of the Company as of the date of the Preliminary Offering Memorandum has given oral or written notice to
the Company or any of its subsidiaries of his or her resignation (or otherwise indicated to the Company or any of its subsidiaries
an intention to resign within the next 24 months), nor has any such officer or director been terminated by the Company or
otherwise removed from his or her office or from the board of directors, as the case may be (including, without limitation, any
such termination or removal which is to be effective as of a future date) nor is any such termination or removal under consideration
by the Company or its board of directors.


 






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(48)            No
Restrictions on Dividends. No subsidiary of the Company is a party to or otherwise bound by any instrument or agreement that
limits or prohibits or could limit or prohibit, directly or indirectly, any subsidiary of the Company from paying any dividends
or making any other distributions on its capital stock, limited or general partnership interests, limited liability company interests,
or other equity interests, as the case may be, or from repaying any loans or advances from, or (except for instruments or agreements
that by their express terms prohibit the transfer or assignment thereof or of any rights thereunder) transferring any of its properties
or assets to, the Company or any other subsidiary, in each case except as described in the General Disclosure Package and the Offering
Memorandum.


 


(49)            Brokers.
There is not a broker, finder or other party that is entitled to receive from the Company or any of its subsidiaries any brokerage
or finder’s fee or other fee or commission as a result of any of the transactions contemplated by this Agreement, except
for discounts and commissions payable to the Initial Purchasers in connection with the sale of the Securities pursuant to this
Agreement.


 


(50)            Cyber
Security; Data Protection. The Company and its subsidiaries’ information technology and computer systems, networks, hardware,
software, internet web sites, data and databases (including the data of their respective customers, employees, suppliers, vendors
and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”)
are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business
of the Company and the subsidiaries as currently conducted. The Company and its subsidiaries have implemented and maintained commercially
reasonable information technology, information security, cyber security and data protection controls, policies and procedures to
adequately protect and prevent security breaches of, unauthorized access to and other similar compromises of IT Systems and Data
in accordance with industry practices and as required by applicable regulatory standards. The Company and its subsidiaries have
not experienced and have no knowledge of any cyber-attack, security breach, unauthorized access or other similar compromise to
their IT Systems and Data, which attack, breach, unauthorized access or similar compromise that would reasonably be expected to
result in a Material Adverse Effect. The Company and its subsidiaries are presently in material compliance with all applicable
laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory
authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the
protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification.


 






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(b)            Certificates.
Any certificate signed by any officer of the Company, or any of its subsidiaries (whether signed on behalf of such officer,
the Company, or such subsidiary) and delivered to the Representative or to counsel for the Initial Purchasers shall be deemed a
representation and warranty by the Company or such Guarantor to each Initial Purchaser as to the matters covered thereby.


 


SECTION 2. Sale
and Delivery to Initial Purchasers; Closing; Agreements to Sell, Purchase and Resell


 


(a)            The
Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions
herein set forth, the Company and each of the Guarantors agree to sell to each Initial Purchaser, severally and not jointly, and
each Initial Purchaser, severally and not jointly, agrees to purchase from the Company and each of the Guarantors, the aggregate
principal amount of Securities set forth opposite such Initial Purchaser’s name in Exhibit A hereto plus any additional
principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 10
hereof, in each case at a price equal to [**]% of the principal amount thereof, plus accrued interest, if any, from August 7,
2020.


 


(b)            Payment.
Payment of the purchase price for, and delivery of, the Securities shall be made at the offices of Cahill Gordon &
Reindel LLP, 80 Pine Street, New York, New
York 10005, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (New York
City time) on August 7, 2020 (unless postponed in accordance with the provisions of Section 10), or such other time not
later than five business days after such date as shall be agreed upon by the Representative and the Company (such time and date
of payment and delivery being herein called the “Closing Date”).


 


Payment shall be made
to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery
to the Representative for the respective accounts of the Initial Purchasers of the Securities to be purchased by them. It is understood
that each Initial Purchaser has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment
of the purchase price for, the Securities which it has agreed to purchase. Wells Fargo, individually and not as representative
of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased
by any Initial Purchaser whose funds have not been received by the Closing Date, but such payment shall not relieve such Initial
Purchaser from its obligations hereunder.


 


(c)            Delivery
of Securities. The Company shall make one or more global certificates (collectively, the “Global Securities”)
representing the Securities available for inspection by the Representative not later than 1:00 p.m., New York City time, on the
business day prior to the Closing Date and, on or prior to the Closing Date, the Company shall deliver the Global Securities to
DTC or to the Trustee, acting as custodian for DTC, as applicable. Delivery of the Securities to the Initial Purchasers on the
Closing Date shall be made through the facilities of DTC unless the Representative shall otherwise instruct.


 






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(d)            Representations
of the Initial Purchasers. (i) Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants
to the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in
the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and
agrees with, the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that
such Initial Purchaser: (A) is a QIB; (B) in connection with the Exempt Resales, will sell the Securities only to the
Eligible Purchasers; (C) will not offer or sell the Securities, nor has it offered or sold the Securities by, or otherwise
engaged in, any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) and
will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the
offering of the Securities; and (D) in the case of offers outside the United States, will solicit offers for such Securities
only from, and will offer such Securities only to, persons that it reasonably believes to be persons other than “U.S. persons”
as defined in Regulation S in reliance upon Regulation S that, in each case, in purchasing such Securities are deemed to have represented
and agreed as provided in the Offering Memorandum under the caption “Notice to Investors.”


 


(ii)        
Each Initial Purchaser, severally and not jointly, hereby represents and warrants to, and agrees with, the Company, with
respect to offers and sales outside the United States, that:


 


(A) such
Initial Purchaser understands that no action has been or will be taken by the Issuer that would permit a public offering of the
Securities, or possession or distribution of the Preliminary Offering Memorandum, the General Disclosure Package, the Offering
Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action
for that purpose is required;


 


(B) such
Initial Purchaser understands that the Securities have not been registered under the 1933 Act and may not be sold within
the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A or Regulation
S under the 1933 Act;


 


(C) such
Initial Purchaser has offered the Securities and will offer and sell the Securities (1) as part of its distribution at any
time and (2) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance
with Rule 903 of Regulation S or as otherwise permitted in Section 2(d)(i); accordingly, neither such Initial Purchaser,
its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts (within
the meaning of Regulation S) with respect to the Securities, and any such Initial Purchaser, its affiliates and any such persons
have complied and will comply with the offering restrictions requirement of Regulation S; and


 


(D) such
Initial Purchaser agrees that, at or prior to confirmation of sales of the Securities in reliance on Regulation S, it will have
sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities
from it during the restricted period a confirmation or notice to substantially the following effect:


 






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“The Securities covered hereby have not been
registered under the U.S. Securities Act of 1933 (the “1933 Act”) and may not be offered and sold within the United
States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise
until 40 days after the later of the commencement of the offering and the Closing Date, except in either case in accordance with
Regulation S (or Rule 144A if available) under the 1933 Act. Terms used above have the meaning given to them by Regulation
S.”


 


Terms used in this Section 2(d)(ii) have the meanings
given to them by Regulation S.


 


(iii) The
Initial Purchasers have advised the Company that they will resell the Securities to Eligible Purchasers at a price initially equal
to 100% of the principal amount thereof, plus accrued interest, if any, from August 7, 2020. Such price may be changed by
the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Company and, for purposes
of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the
Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the
Initial Purchasers hereby consent to such reliance.


 


SECTION 3.
Covenants of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, covenant with
each Initial Purchaser as follows:


 


(a)            Securities
Law Compliance. The Company will (i) advise each Initial Purchaser promptly after obtaining knowledge (and, if requested
by any Initial Purchaser, confirm such advice in writing) of (A) the issuance by any U.S. or non-U.S. federal or state securities
commission of any stop order suspending the qualification or exemption from qualification of any of the Securities for offer or
sale in any jurisdiction, or the initiation of any proceeding for such purpose by any U.S. or non-U.S. federal or state securities
commission or other regulatory authority, or (B) the happening of any event that makes any statement of a material fact made
in the General Disclosure Package, any Issuer Free Writing Document or the Offering Memorandum, untrue or that requires the making
of any additions to or changes in the General Disclosure Package, any Issuer Free Writing Document or the Offering Memorandum,
to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) use its
reasonable best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption from qualification
of any of the Securities under any securities or “Blue Sky” laws of U.S. state or non-U.S. jurisdictions and (iii) if,
at any time, any U.S. or non-U.S. federal or state securities commission or other regulatory authority shall issue an order suspending
the qualification or exemption from qualification of any of the Securities under any such laws, use its reasonable best efforts
to obtain the withdrawal or lifting of such order at the earliest possible time.


 


(b)            Amendments.
The Company will give the Representative notice of its intention to prepare any amendment, supplement or revision to the Preliminary
Offering Memorandum, the Offering Memorandum or any Issuer Free Writing Document, and the Company will furnish the Representative
with copies of any such documents within a reasonable amount of time prior to such proposed use, and will not use any such document
to which the Representative or counsel for the Initial Purchasers shall reasonably object. The Company has given the Representative
notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time. The
Company will give the Representative notice of its intention to make any such filing from and after the Applicable Time through
the Closing Date (or, if later, through the completion of the distribution of the Securities by the Initial Purchasers to Eligible
Purchasers) and will furnish the Representative with copies of any such documents within a reasonable amount of time prior to such
proposed filing, as the case may be, and will not file or use any such document to which the Representative or counsel for the
Initial Purchasers shall reasonably object.


 






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(c)            Delivery
of Disclosure Documents to the Representative. The Company will deliver to the Representative and counsel for the Initial
Purchasers, within two business days of the date hereof and without charge, such number of copies of the Preliminary Offering Memorandum,
the Pricing Term Sheet and the Offering Memorandum and any amendment or supplement to any of the foregoing as they reasonably request.


 


(d)            Continued
Compliance with Securities Laws. The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and
the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated by this Agreement,
the General Disclosure Package and the Offering Memorandum. If at any time prior to the completion of the distribution of the Securities
by the Initial Purchasers to Eligible Purchasers, any event shall occur or condition shall exist as a result of which it is necessary
(or if the Representative or counsel for the Initial Purchasers shall notify the Company that, in their judgment, it is necessary)
to amend or supplement the General Disclosure Package or the Offering Memorandum so that the General Disclosure Package or the
Offering Memorandum, as the case may be, will 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 or then prevailing,
not misleading or if it is necessary (or, if the Representative or counsel for the Initial Purchasers shall notify the Company
that, in their judgment, it is necessary) to amend or supplement the General Disclosure Package or the Offering Memorandum in order
to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations, the Company
will promptly notify the Representative of such event or condition and of its intention to prepare such amendment or supplement
(or, if the Representative or counsel for the Initial Purchasers shall have notified the Company as aforesaid, the Company will
promptly notify the Representative of its intention to prepare such amendment or supplement) and will promptly prepare, subject
to Section 3(b) hereof, such amendment or supplement as may be necessary to correct such untrue statement or omission
or to comply with such requirements, and the Company will furnish to the Initial Purchasers such number of copies of such amendment
or supplement as the Initial Purchasers may reasonably request. If at any time an event shall occur or condition shall exist as
a result of which it is necessary (or if the Representative or counsel for the Initial Purchasers shall notify the Company that,
in their judgment, it is necessary) to amend or supplement any Issuer Free Writing Document so that it will not include an untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made or then prevailing, not misleading, or if it is necessary (or, if the Representative
or counsel for the Initial Purchasers shall notify the Company that, in their judgment, it is necessary) to amend or supplement
such Issuer Free Writing Document in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company
will promptly notify the Representative of such event or condition and of its intention to prepare such amendment or supplement
(or, if the Representative or counsel for the Initial Purchasers shall have notified the Company as aforesaid, the Company will
promptly notify the Representative of its intention to prepare such amendment or supplement) and will promptly prepare and, subject
to Section 3(b) hereof distribute, such amendment or supplement as may be necessary to eliminate or correct such conflict,
untrue statement or omission or to comply with such requirements, and the Company will furnish to the Initial Purchasers such number
of copies of such amendment or supplement as the Initial Purchasers may reasonably request.


 






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(e)            Use
of Offering Materials. The Company and each of the Guarantors consents to the use of the General Disclosure Package and the
Offering Memorandum in accordance with the securities or “Blue Sky” laws of the jurisdictions in which the Securities
are offered by the Initial Purchasers and by all dealers to whom Securities may be sold, in connection with the offering and sale
of the Securities.


 


(f)            “Blue
Sky” and Other Qualifications. The Company will use its best efforts, in cooperation with the Initial Purchasers,
to qualify the Securities for offering and sale, or to obtain an exemption for the Securities to be offered and sold, under the
applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate and
to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Securities (but in
no event for a period of more than one year from the date of this Agreement); provided, however, that the Company
shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer
in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business
in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified
or are exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue
such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Securities (but
in no event for a period of more than one year from the date of this Agreement).


 


(g)            Use
of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in all material respects
in the manner specified in the Preliminary Offering Memorandum and the Offering Memorandum under “Use of Proceeds.”


 


(h)            Restriction
on Sale of Securities. From and including the date of this Agreement through and including the 90th day after
the date of this Agreement, the Company and the Guarantors will not, without the prior written consent of Wells Fargo, directly
or indirectly issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option or right to sell or otherwise transfer or dispose of any debt securities of or guaranteed by the Company
or any Guarantor (other than the Securities issued under this Agreement) or any securities convertible into or exercisable or exchangeable
for any debt securities of or guaranteed by the Company.


 






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(i)            Rule 144A
Information. So long as any of the Securities are outstanding, during any period in which the Company is not subject to and
in compliance with Section 13 or 15(d) of the Exchange Act, the Company and the Guarantors will, furnish at their expense
to the Initial Purchasers, and, upon request, to the holders of the Securities and prospective purchasers of the Securities the
information required by Rule 144A(d)(4) under the 1933 Act (if any).


 


(j)            Pricing
Term Sheet. The Company will prepare the Pricing Term Sheet reflecting the final terms of the Securities, in substantially
the form attached hereto as Exhibit D and otherwise in form and substance reasonably satisfactory to the Representative; provided
that the Company will furnish the Representative with copies of any such Pricing Term Sheet and will not use any such document
to which the Representative or counsel to the Initial Purchasers shall reasonably object.


 


(k)            Preparation
of the Offering Memorandum. Immediately following the execution of this Agreement, the Company will, subject to Section 3(b) hereof,
prepare the Offering Memorandum, which shall contain the public offering price and terms of the Securities, the plan of distribution
thereof and such other information as the Representative and the Company may deem appropriate.


 


(l)            DTC.
The Company will use its reasonable best efforts to permit the Securities to be eligible for clearance and settlement through DTC.


 


(m)            No
Stabilization. The Company, the Guarantors and their respective affiliates will not take, directly or indirectly, any action
designed to or that has constituted or that reasonably could be expected to cause or result in the stabilization or manipulation
of the price of any security of the Company or the Guarantors in connection with the offering of the Securities.


 


(n)            No
Affiliate Resales. The Company and the Guarantors will not, and will not permit any of their respective affiliates (as defined
in Rule 144 under the 1933 Act) to, resell any of the Securities that have been acquired by any of them, except for Securities
purchased by the Company, the Guarantors or any of their respective affiliates and resold in a transaction registered under the
1933 Act.


 


(o)            No
General Solicitation. In connection with any offer or sale of the Securities, the Company and the Guarantors will not engage,
and will cause their respective affiliates and any person acting on their behalf (other than, in any case, the Initial Purchasers
and any of their affiliates, as to whom the Company and the Guarantors make no covenant) not to engage (i) in any form of
general solicitation or general advertising (within the meaning of Regulation D of the 1933 Act) or any public offering within
the meaning of Section 4(a)(2) of the 1933 Act in connection with any offer or sale of the Notes and/or (ii) in
any directed selling effort with respect to the Securities within the meaning of Regulation S, and to comply with the offering
restrictions requirement of Regulation S.


 






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(p)            No
Integration. The Company will not, and will ensure that no affiliate of the Company will, sell, offer for sale or solicit offers
to buy or otherwise negotiate in respect of any “security” (as defined in the 1933 Act) that would be integrated with
the sale of the Securities in a manner that would require the registration under the 1933 Act of the sale to the Initial Purchasers
or to the Eligible Purchasers of the Securities.


 


(q)            Transaction
Documents. The Company and the Guarantors will do and perform all things required or necessary to be done and performed under
the Transaction Documents by them prior to the Closing Date, and to satisfy all conditions precedent to the Initial Purchasers’
obligations hereunder to purchase the Securities.


 


SECTION 4.
Payment of Expenses.


 


(a)            Expenses.
The Company and the Guarantors, jointly and severally, will pay all expenses incident to the performance of their respective
obligations under this Agreement, including (i) the preparation, printing and delivery of the Preliminary Offering Memorandum,
the General Disclosure Package, the Offering Memorandum and any Issuer Free Writing Documents and each amendment thereto (in each
case including exhibits) and any costs associated with electronic delivery of any of the foregoing, (ii) the word processing
and delivery to the Initial Purchasers of each of the Transaction Documents and such other documents as may be required in connection
with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of
the certificates for the Securities, the issuance and delivery of the Securities to the Initial Purchasers and the resale of the
Securities to the initial investors, including any issue, stamp, transfer or similar taxes or charges payable in connection with
the sale, issuance or delivery of the Securities to the Initial Purchasers or by the Initial Purchasers to the initial investors,
(iv) the fees and disbursements of the counsel, accountants and other advisors to the Company and the Guarantors, (v) the
qualification or exemption of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof,
including the reasonable and documented fees and disbursements of counsel for the Initial Purchasers in connection therewith and
in connection with the preparation, printing and delivery of the Blue Sky Survey and any supplements thereto, (vi)  the fees
and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Transaction
Documents, (vii) all fees charged by any rating agencies for rating the Securities and all expenses and application fees incurred
in connection with the approval of the Securities for clearance, settlement and book-entry transfer through DTC and (viii) all
travel expenses of the Company’s officers and employees and any other expenses of each Initial Purchaser and the Company
in connection with attending or hosting meetings with prospective purchasers of the Securities (other than travel expenses of the
Initial Purchasers’ officers and employees), and expenses associated with any electronic road show.


 



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(b)           Termination
of Agreement. If this Agreement is terminated by the Representative in accordance with the provisions of Section 5,
Section 9 or Section 10 hereof, the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers
for all of their out-of-pocket expenses, including the reasonable and documented fees and disbursements of counsel for the Initial
Purchasers.


 


SECTION 5.
Conditions of Initial Purchasers’ Obligations. The
obligations of the several Initial Purchasers hereunder are subject to the accuracy, on the date hereof and at the Closing Date,
of the representations and warranties of the Company and the Guarantors contained in this Agreement, or in certificates signed
by any officer of the Company, any Guarantor or any subsidiary of the Company (whether signed on behalf of such officer,
the Company or such subsidiary) delivered to the Representative or counsel for the Initial Purchasers, to the performance by the
Company and the Guarantors of their respective covenants and other obligations hereunder, and to the following further conditions:


 


(a)            Opinion
and Negative Assurance Letter of Counsel for Company and the Guarantors. At the Closing Date, the Representative shall
have received (i) the favorable opinion and negative assurance letter, dated as of the Closing Date, of Wilmer Cutler Pickering
Hale and Dorr LLP, counsel for the Company and the Guarantors (“Company Counsel”), substantially in the form
of Exhibit F hereto and (ii) the favorable opinion, dated as of the Closing Date, of DLA Piper LLP (US), Maryland counsel
for certain of the Guarantors, substantially in the form of Exhibit G hereto.


 


(b)            Opinion
and Negative Assurance Letter of Counsel for Initial Purchasers. At the Closing Date, the Representative shall have
received the favorable opinion and negative assurance letter, dated as of the Closing Date, of Cahill Gordon & Reindel
LLP, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial
Purchasers, with respect to the Securities to be sold by the Company pursuant to this Agreement, this Agreement, the Indenture,
the General Disclosure Package and the Offering Memorandum, and any amendments or supplements thereto and such other matters as
the Representative may reasonably request.


 


(c)            Officers’
Certificate. At the Closing Date, there shall not have been, since the date hereof or since the respective dates as
of which information is given in the General Disclosure Package and the Offering Memorandum (in each case exclusive of any amendments
or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that would reasonably
be expected to result in a material adverse change, in the financial condition, results of operations, business, properties or
management of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business. At
the Closing Date, the Representative shall have received a certificate, signed on behalf of the Company and each Guarantor by the
President or the Chief Executive Officer of the Company and each Guarantor and the Chief Financial Officer or Chief Accounting
Officer of the Company and each Guarantor, dated as of the Closing Date, to the effect that (i) there has been no such material
adverse change, (ii) the representations and warranties of the Company and the Guarantors in this Agreement are true and correct
at and as of the Closing Date with the same force and effect as though expressly made at and as of the Closing Date and (iii) the
Company and the Guarantors have complied in all material respects with all agreements and satisfied all conditions on their part
to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement.


 






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(d)           Accountant’s
Comfort Letter. At the time of the execution of this Agreement, the Representative shall have received from Ernst &
Young LLP a letter addressed to the Initial Purchasers, dated the date of this Agreement and in form and substance reasonably
satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other Initial Purchasers,
containing statements and information of the type ordinarily included in accountants’ “comfort letters” to initial
purchasers with respect to the financial statements and certain financial information of the Company contained in the General
Disclosure Package, any Issuer Free Writing Documents (other than any electronic road show) and the Offering Memorandum and any
amendments or supplements to any of the foregoing.


 


(e)            Bring-down
Comfort Letter. At the Closing Date, the Representative shall have received from Ernst & Young LLP a letter
addressed to the Initial Purchasers, dated as of the Closing Date and in form and substance reasonably satisfactory to the Representative,
to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (d) of this Section,
except that the specified date referred to shall be a date not more than three business days prior to the Closing Date.


 


(f)             No
Downgrade. There shall not have occurred, on or after the date of this Agreement, any downgrading in the rating of
any debt securities of or guaranteed by the Company, any preferred stock of the Company or any debt securities, preferred stock
or trust preferred securities of any subsidiary or subsidiary trust of the Company by any “nationally recognized statistical
rating organization” (as defined by the Commission in Section 3(a)(62) of the 1934 Act) or any public announcement
that any such organization has placed its rating on the Company or any such debt securities, preferred stock or other securities
under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications
of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization
that the Company or any such debt securities, preferred stock or other securities has been placed on negative outlook.


 


(g)            DTC
Eligibility. The Securities shall be eligible for clearance and settlement through DTC.


 


(h)           Transaction
Documents. The Company, the Guarantors and the other parties thereto shall have executed and delivered each of the Transaction
Documents, and the Initial Purchasers shall have received reproduced copies thereof, duly executed by the Company, the Guarantors
and the other parties thereto.


 






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(i)            Additional
Documents. At the Closing Date, counsel for the Initial Purchasers shall have been furnished with such documents and
opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated,
or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions,
contained in this Agreement, or as the Representative or counsel for the Initial Purchasers may otherwise reasonably request; and
all proceedings taken by the Company or any Guarantor in connection with the issuance and sale of the Securities as herein contemplated
and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the
Representative.


 


(j)             Termination
of Agreement. If any condition specified in this Section 5 shall not have been fulfilled when and as required to
be fulfilled, this Agreement may be terminated by the Representative by notice to the Company and the Guarantors at any time on
or prior to the Closing Date and such termination shall be without liability of any party to any other party except as provided
in Section 4 hereof and except that Sections 1, 4(b), 6, 7, 8, 11, 12, 13, 14, 15, 17, 18, 19 and 20 hereof shall survive
any such termination of this Agreement and remain in full force and effect.


 


SECTION 6.
Indemnification.


 


(a)           Indemnification
by the Company and the Guarantors. The Company and each Guarantor agree, jointly and severally, to indemnify and hold
harmless each Initial Purchaser, its affiliates, and its and their respective officers, directors, employees, partners and members
and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act as follows:


 


(i)            against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or based upon any untrue statement
or alleged untrue statement of a material fact in the Preliminary Offering Memorandum, any Issuer Free Writing Document, the General
Disclosure Package or the Offering Memorandum (or any amendment or supplement to any of the foregoing), or in any materials, presentations
or information provided to investors by, or with the approval of, the Company or any Guarantor in connection with the marketing
of the offering of the Securities, including any road show or investor presentations made to investors by the Company (whether
in person or electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading;


 


(ii)           against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of, or pursuant to a judgment or other disposition in, any litigation, or any investigation or proceeding by any governmental
or self-regulatory agency or body, commenced or threatened, or of any claim whatsoever arising out of or based upon any such untrue
statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below)
any such settlement is effected with the written consent of the Company and the Guarantors; and


 






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(iii)            against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating,
preparing or defending against any litigation, or any investigation or proceeding by any governmental or self-regulatory agency
or body, commenced or threatened, or any claim whatsoever arising out of or based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above,


 


provided,
however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising
out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity
with written information about any Initial Purchaser furnished to the Company or any Guarantor by such Initial Purchaser through
the Representative expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document, the General Disclosure
Package or the Offering Memorandum (or in any amendment or supplement to any of the foregoing), it being understood and agreed
that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in
Section 6(b) hereof.


 


(b)           Indemnification
by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company
and the Guarantors, their respective directors and each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in
the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements
or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum, any Issuer Free Writing
Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity
with written information relating to such Initial Purchaser furnished to the Company or any Guarantor by such Initial Purchaser
through the Representative expressly for use therein. The Company and the Guarantors hereby acknowledge and agree that the information
furnished to the Company and any Guarantor by the Initial Purchasers through the Representative expressly for use in the Preliminary
Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the
foregoing), consists exclusively of the following information appearing under the caption “Plan of Distribution” in
the Preliminary Offering Memorandum and the Offering Memorandum: (i) the information regarding stabilization, syndicate covering
transactions and penalty bids appearing in the fourth paragraph under such caption (but only insofar as such information concerns
the Initial Purchasers) and (ii) the information regarding market making by the Initial Purchasers appearing in the second
and third sentences of the seventh paragraph under such caption.


 






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(c)           Actions
Against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each
indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder; provided, however,
that the failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability that it may have
under this Section 6; provided further, that the failure to so notify such indemnifying party shall not relieve such indemnifying
party from any liability that it may have to such indemnified party otherwise than under this Section 6. Counsel to the indemnified
parties shall be selected as follows: counsel to the Initial Purchasers and the other indemnified parties referred to in Section 6(a) above
shall be selected by Wells Fargo; and counsel to the Company and the Guarantors, their respective directors, each of their respective
officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act shall be selected by the Company and the Guarantors. An indemnifying party may participate at its own expense
in the defense of any such action, and, to the extent it wishes either
by itself or jointly with any other similarly situated notified indemnifying party, assume the defense thereof with counsel reasonably
satisfactory to the indemnified party; provided, however, if the defendants in any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions
of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying
party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or parties; provided further, however, that counsel
to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (in addition to any
local counsel) separate from their own counsel for the Initial Purchasers and the other indemnified parties referred to in Section 6(a) above;
and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the
Company and the Guarantors, their respective directors, each of their respective officers and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, in each case in connection
with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations
or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise
or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be
sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from
all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as
to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.


 


(d)           Settlement
Without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6, such indemnifying
party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a) effected without
its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party
of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least
30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such settlement. Except as set forth in this subsection
(d), an indemnifying party shall not be liable for any settlement of any litigation, investigation or proceeding effected without
its prior written consent.


 






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SECTION 7.
Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantors on the one hand and the Initial Purchasers on the other hand from the offering of the
Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above
but also the relative fault of the Company and the Guarantors on the one hand and of the Initial Purchasers on the other hand
in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations.


 


The
relative benefits received by the Company and the Guarantors on the one hand and the Initial Purchasers on the other hand
in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions
as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by
the Company and the Guarantors and the total discounts and commissions received by the Initial Purchasers, in each case as determined
pursuant to this Agreement, bear to the aggregate initial offering price of the Securities as set forth on the cover of the Offering
Memorandum.


 


The
relative fault of the Company and the Guarantors on the one hand and the Initial Purchasers on the other hand shall be determined
by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company and the Guarantors on the one hand or by the Initial
Purchasers on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission.


 


The
Company and the Guarantors and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant
to this Section 7 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for
such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above
in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party
and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission
or alleged omission.


 


Notwithstanding
the provisions of this Section 7, no Initial Purchaser shall be required to contribute any amount in excess of the
amount by which the total discounts and commissions from the sale to Eligible Purchasers of the Securities initially purchased
by it exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of any such untrue
or alleged untrue statement or omission or alleged omission.


 






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No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.


 


For
purposes of this Section 7, each affiliate, officer, director, employee, partner and member of each Initial Purchaser
and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act shall have the same rights to contribution as such Initial Purchaser, and each director of the Company and of each
Guarantor, each officer of the Company and of each Guarantor, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company
and the Guarantors. The Initial Purchasers’ respective obligations to contribute pursuant to this Section 7 are several
in proportion to the principal amount of Securities set forth opposite their respective names in Exhibit A hereto and not
joint.


 


SECTION 8.
Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained
in this Agreement or in certificates signed by any officer of the Company or any of its subsidiaries (whether signed on behalf
of such officer, the Company, or such subsidiary) and delivered to the Representative or counsel to the Initial Purchasers, shall
remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Initial Purchaser,
its affiliates and any of their any officers, directors, employees, partners, members or agents of any Initial Purchaser or any
person controlling any Initial Purchaser, or by or on behalf of the Company, any Guarantor, any officer, director or employee
of the Company or any Guarantor or any person controlling the Company, any Guarantor, and shall survive delivery of and payment
for the Securities.


 






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SECTION 9.
Termination of Agreement.


 


(a)           Termination;
General. The Representative may terminate this Agreement, by notice to the Company and the Guarantors, at any time
on or prior to the Closing Date (i) if there has been, at any time on or after the date of this Agreement or since the respective
dates as of which information is given in the General Disclosure Package or the Offering Memorandum (in each case exclusive of
any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development
that would reasonably be expected to result in a material adverse change, in the financial condition, results of operations, business,
properties or management of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of
business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the
international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities
or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international
political, financial or economic conditions (including, without limitation, as a result of terrorist activities), in each case
the effect of which is such as to make it, in the judgment of the Representative, impracticable or inadvisable to proceed with
the offering, sale or delivery of the Securities or to enforce contracts for the sale of the Securities on the terms and in the
manner contemplated in the General Disclosure Package and the Offering Memorandum, or (iii) (A) if trading in any securities
of the Company has been suspended or materially limited by the Commission or the NYSE, or (B) if trading generally on the
NYSE, the Nasdaq Global Select Market, the Nasdaq Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile
Exchange or the Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed,
or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission or any other governmental
authority, or (C) if a material disruption has occurred in commercial banking or securities settlement or clearance services
in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities
or (v) if there shall have occurred, on or after the date of this Agreement, any downgrading in the rating of any debt securities
of or guaranteed by the Company or any Guarantor, any preferred stock of the Company or any Guarantor or any debt securities,
preferred stock or trust preferred securities of any subsidiary or subsidiary trust of the Company by any “nationally recognized
statistical rating organization” (as defined by the Commission in Section 3(a)(62) of the 1934 Act) or any public announcement
that any such organization has placed its rating on the Company or any Guarantor or any such debt securities, preferred stock
or other securities under surveillance or review or on a so-called “watch list” (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any
such organization that the Company or any Guarantor or any such debt securities, preferred stock or other securities has been
placed on negative outlook.


 






    31


     


    

 


(b)           Liabilities.
If this Agreement is terminated pursuant to this Section 9, such termination shall be without liability of any party
to any other party except as provided in Section 4 hereof, and except that Sections 1, 4(b), 6, 7, 8, 11, 12, 13, 14,
15, 17, 18, 19 and 20 hereof shall survive such termination and remain in full force and effect.


 


SECTION 10.
Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at
the Closing Date to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this
Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter,
to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaser, to purchase all, but not
less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however,
the Representative shall not have completed such arrangements within such 24-hour period, then:


 


(i)            if
the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities, each
of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted
Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of
all non-defaulting Initial Purchasers; or


 


(ii)           if
the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities, this Agreement shall terminate
without liability on the part of any non-defaulting Initial Purchaser.


 


No
action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of
its default.


 






    32


     


    

 


In the event of any
such default which does not result in a termination of this Agreement, the Representative shall have the right to postpone the
Closing Date for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or
Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes
any person substituted for an Initial Purchaser under this Section 10.


 


SECTION 11.
Notices. All notices and other communications hereunder shall be in writing, shall be effective only upon receipt
and shall be mailed, delivered by hand or overnight courier, or transmitted by fax (with the receipt of any such fax to be confirmed
by telephone). Notices to the Initial Purchasers shall be directed to the Representative at Wells Fargo Securities, LLC,
550 S. Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Leveraged Syndicate, fax no. (704) 410-4874
(with such fax to be confirmed by telephone to (704) 410-4885), electronic mail IBCMDCMLSHYLeveragedSyndicate@wellsfargo.com;
and notices to the Company or any Guarantor shall be directed to it at 400 Professional Drive, Suite 400 Gaithersburg,
MD 21079, Attention: Atul Saran, Esq., fax no. 240-631-3203 (with such fax to be confirmed by telephone to 240-631-3200).


 


In accordance with the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)), the Initial Purchasers are required to obtain, verify and record
information that identifies their respective clients, including the Company, which information may include the name and address
of their respective clients, as well as other information that will allow the Initial Purchasers to properly identify their respective
clients.


 


SECTION 12.
Parties. This Agreement shall each inure to the benefit of and be binding upon the Initial Purchasers, the Company,
the Guarantors and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed
to give any person, firm or corporation, other than the Initial Purchasers, the Company, the Guarantors and their respective successors
and the controlling persons and other indemnified parties referred to in Sections 6 and 7 and their successors, heirs and
legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the
Initial Purchasers, the Company, the Guarantors and their respective successors, and said controlling persons and other indemnified
parties and their successors, heirs and legal representatives, and for the benefit of no other person or entity. No purchaser
of Securities from any Initial Purchaser shall be deemed to be a successor by reason merely of such purchase.


 


SECTION 13.
GOVERNING LAW AND TIME. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.


 


SECTION 14.
Effect of Headings. The Section and Exhibit headings herein are for convenience only and shall not affect
the construction hereof.


 






    33


     


    

 



 


SECTION 15.
Definitions.    As used in this Agreement, the following terms have the respective meanings set forth
below:


 


“Applicable
Time” means 3:22p.m. (New York City time) on August 4, 2020 or such other time as agreed by the Company,
the Guarantors and the Representative.


 


“Common
Stock” means the Company’s common stock, par value $0.001 per share.


 


“Commission”
means the Securities and Exchange Commission.


 


“Company
Documents” means all contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures,
evidences of indebtedness, swap agreements, leases or other instruments or agreements to which the Company or any of its subsidiaries
is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company
or any of its subsidiaries is subject.


 


“DTC”
means The Depository Trust Company.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.


 


“GAAP”
means generally accepted accounting principles in the United States.


 


“Lien”
means any security interest, mortgage, pledge, lien, encumbrance, claim or equity.


 


“NYSE”
means the New York Stock Exchange.


 


“OFAC”
means the Office of Foreign Assets Control of the U.S. Treasury Department.


 


“Organizational
Documents” means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or
general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership
agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar
organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar
agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document
and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing
documents of such entity.


 


“Repayment
Event” means any event or condition which, either immediately or with notice or passage of time or both, (i) gives
the holder of any bond, note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf)
the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary
of the Company, or (ii) gives any counterparty (or any person acting on such counterparty’s behalf) under any
swap agreement, hedging agreement or similar agreement or instrument to which the Company or any subsidiary of the Company is
a party the right to liquidate or accelerate the payment obligations or designate an early termination date under such agreement
or instrument, as the case may be.


 






    34


     


    

 


“Sarbanes-Oxley
Act” means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or implementing
the provisions thereof.


 


“Termination
Event” means any event or condition which gives any person the right, either immediately or with notice or passage of
time or both, to terminate or limit (in whole or in part) any Company Documents or any rights of the Company, or any of its subsidiaries
thereunder, including, without limitation, upon the occurrence of a change of control of the Company or any Guarantor or other
similar events.


 


“Transaction
Documents” means this Agreement, the Indenture, the Securities and the Guarantees, collectively.


 


“1933 Act”
means the Securities Act of 1933, as amended.


 


“1933 Act
Regulations” means the rules and regulations of the Commission under the 1933 Act.


 


“1934 Act”
means the Securities Exchange Act of 1934, as amended.


 


“1934 Act
Regulations” means the rules and regulations of the Commission under the 1934 Act.


 


“1939 Act”
means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder.


 


“1940 Act”
means the Investment Company Act of 1940, as amended.


 


All references in
this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum, any Issuer Free Writing Document or any amendment
or supplement to any of the foregoing shall be deemed to include all versions thereof delivered (physically or electronically)
to the Representative or the Initial Purchasers.


 


All references in
this Agreement to financial statements and schedules and other information which is “contained,” “included”
or “stated” in the Preliminary Offering Memorandum or the Offering Memorandum (and all other references of like import)
shall be deemed to mean and include all such financial statements and schedules.


 


SECTION 16.
Permitted Free Writing Documents.    The Company and each Guarantor represents, warrants and agrees
that it has not made and, unless it obtains the prior written consent of the Representative, it will not make, and each Initial
Purchaser, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written
consent of the Company, the Guarantors and the Representative, it will not make, any offer relating to the Securities that (if
the offering of the Securities was made pursuant to a registered offering under the 1933 Act) would constitute an “Issuer
Free Writing Prospectus” (as defined in Rule 433 under the 1933 Act) (any such document, a “Issuer Free Writing
Document”) or that would constitute a “free writing prospectus” (as defined in Rule 405 under the 1933
Act) which would be required to be filed with the Commission in connection with an offering registered under the 1933 Act; provided
that the prior written consent of the Company, the Guarantors and the Representative shall be deemed to have been given in
respect of the Issuer Free Writing Documents, if any, listed on Exhibit E hereto and to any electronic road show in the form
previously provided by the Company to and approved by the Representative.


 






    35


     


    

 


SECTION 17.
Absence of Fiduciary Relationship.   The Company and each Guarantor acknowledges and agrees that:


 


(a)            each
of the Initial Purchasers is acting solely as an initial purchaser in connection with the sale of the Securities and no fiduciary,
advisory or agency relationship between the Company and any Guarantor, on the one hand, and any of the Initial Purchasers, on
the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether
or not any of the Initial Purchasers has advised or is advising the Company or any Guarantor on other matters (it being understood
that in any event that no Initial Purchaser shall be deemed to have provided legal, accounting or tax advice to the Company, any
Guarantor or any of their respective subsidiaries);


 


(b)            the
offering price of the Securities and the price to be paid by the Initial Purchasers for the Securities set forth in this Agreement
were established by the Company and the Guarantors following discussions and arms-length negotiations with the Representative;


 


(c)            they
are capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions
contemplated by this Agreement;


 


(d)            they
are aware that the Initial Purchasers and their respective affiliates are engaged in a broad range of transactions which may involve
interests that differ from those of the Company and the Guarantors and that none of the Initial Purchasers has any obligation
to disclose such interests and transactions to the Company or the Guarantors by virtue of any fiduciary, advisory or agency relationship
or otherwise;


 


(e)            the
Company and the Guarantors have consulted their own legal and financial advisors to the extent they deemed appropriate; and


 


(f)             they
waive, to the fullest extent permitted by law, any claims they may have against any of the Initial Purchasers for breach of fiduciary
duty or alleged breach of fiduciary duty and agrees that none of the Initial Purchasers shall have any liability (whether direct
or indirect, in contract, tort or otherwise) to them in respect of such a fiduciary duty claim or to any person asserting a fiduciary
duty claim on their behalf or in right of them or the Company, the Guarantors or any stockholders, employees or creditors of Company
or any Guarantor.


 


SECTION 18.
Research Analyst Independence and Other Activities of the Initial Purchasers.   The Company and the Guarantors
acknowledge that the Initial Purchasers’ research analysts and research departments are required to be separate from, and
not influenced by, their respective investment banking divisions and are subject to certain regulations and internal policies,
and that such Initial Purchasers’ research analysts may hold views and make statements or investment recommendations and/or
publish research reports with respect to the Company or the Guarantors and/or the offering that differ from the views of their
respective investment banking divisions. The Company and the Guarantors hereby waive and release, to the fullest extent permitted
by applicable law, any claims that the Company or the Guarantors may have against the Initial Purchasers arising from the fact
that the views expressed by their research analysts and research departments may be different from or inconsistent with the views
or advice communicated to the Company or the Guarantors by such Initial Purchasers’ investment banking divisions. The Company
and the Guarantors also acknowledge that each of the Initial Purchasers is a full service securities firm and as such from time
to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers, may
make recommendations and provide other advice, and may hold long or short positions in debt or equity securities of, or derivative
products related to, the companies that may be the subject of the transactions contemplated by this Agreement and the Company
and the Guarantors hereby waive and release, to the fullest extent permitted by applicable law, any claims that the Company or
the Guarantors may have against the Initial Purchasers with respect to any such other activities.


 






    36


     


    

 


SECTION 19.
Waiver of Jury Trial.    The Company, the Guarantors and each of the Initial Purchasers hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby.


 





SECTION 20.
Consent to Jurisdiction.   The Company and the Guarantors hereby submit to the non-exclusive jurisdiction
of any U.S. federal or state court located in the Borough of Manhattan, the City and County of New York in any action, suit
or proceeding arising out of or relating to or based upon this Agreement or any of the transactions contemplated hereby, and the
Company and the Guarantors irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding
in any such court arising out of or relating to this Agreement or the transactions contemplated hereby and irrevocably and unconditionally
waive and agree not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient
forum.


 


SECTION 21.
Recognition of the U.S. Special Resolution Regimes.


 


(a)            In
the event that any Initial Purchaser that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S.
Special Resolution Regime (as defined below), the transfer from such Initial Purchaser of this Agreement, and any interest and
obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States
or a state of the United States.


 


(b)           In
the event that any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Initial Purchaser
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement
that may be exercised against such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights
could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or
a state of the United States.


 






    37


     


    

 


(c)           For
purposes of this Section 21, the following terms have the respective meanings set forth below:


 


“BHC
Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k).


 


“Covered Entity”
means any of the following:


 


(i) a
“covered entity” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 252.82(b);


 


(ii) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(iii) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable.


 





“U.S. Special
Resolution Regime” means each of (i) the Federal Deposit Insurance Act (12 U.S.C. §§1811-1835a) and the
regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (12
U.S.C. §§ 5381-5394) and the regulations promulgated thereunder.


 


[Signature
Pages Follow]


 






    38


     


    











 





If
the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Guarantors
a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial
Purchasers, the Company and the Guarantors in accordance with its terms.


 


	 	Very truly yours,
	 	 
	 	EMERGENT BIOSOLUTIONS INC.
	 	 
	 	 
	 	By	/s/ Richard S. Lindahl
	 	 	Name: Richard S. Lindahl
 Title: Executive
    Vice President, Chief Financial Officer and Treasurer
	 	 
	 	 
	 	Emergent
    Devices Inc. (F/K/A ADAPT PHARMA INC.)
	 	CANGENE BIOPHARMA LLC
	 	EMERGENT BIODEFENSE OPERATIONS
    LANSING LLC
	 	EMERGENT INTERNATIONAL INC.
	 	EMERGENT MANUFACTURING OPERATIONS
    BALTIMORE LLC
	 	EMERGENT PRODUCT DEVELOPMENT
    GAITHERSBURG INC.
	 	EMERGENT TRAVEL HEALTH INC.
	 	 
	 	 
	 	By	/s/ Richard S. Lindahl
	 	 	Name: Richard S. Lindahl
 Title: Authorized
    Signatory




 


[Signature Page to Purchase Agreement]





 



    


     


    







 


	CONFIRMED AND ACCEPTED, as
    of the date first above written:	 
	 	 
	WELLS FARGO SECURITIES, LLC	 
	 	 
	 	 
	By 	/s/ Mitch Williams	 
	 	Authorized Signatory	 




 


For
itself and as Representative of the Initial Purchasers named in Exhibit A hereto.


 


[Signature Page to Purchase Agreement]


 






    


     


    







 





EXHIBIT A


 


INITIAL PURCHASERS


 



    A-1


     


    







 


EXHIBIT B


 


GUARANTORS





 



    B-1


     


    










 


EXHIBIT C


 


SIGNIFICANT SUBSIDIARIES OF THE COMPANY


 






    C-1


     


    







 


EXHIBIT D


 


FORM OF PRICING TERM SHEET


 






    D-1


     


    







 


EXHIBIT E


 


ISSUER FREE WRITING DOCUMENTS


 






    E-1


     


    







 


EXHIBIT F


 


FORM OF OPINION AND NEGATIVE ASSURANCE
LETTER OF COMPANY COUNSEL


 



    F-1


     


    

 





EXHIBIT G


 


FORM OF OPINION OF MARYLAND COUNSEL


 






    G-1