Exhibit 10.1


 


EXECUTION
VERSION


 


 


7,000,000 Shares





 


AIRSCULPT TECHNOLOGIES, INC.


 


COMMON STOCK, PAR VALUE $0.001 PER SHARE


 


UNDERWRITING AGREEMENT


 


October 28, 2021


 






    


    


    

 


October 28, 2021


 


Morgan Stanley & Co. LLC 


Piper Sandler & Co. 


SVB Leerink LLC


 


		c/o	Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036



 


		c/o	Piper Sandler & Co.

1251 Avenue of the Americas, Sixth Floor

New York, NY 10020



 


		c/o	SVB Leerink LLC

1301 Avenue of the Americas, 12th Floor

New York, New York 10019



 


Ladies and Gentlemen:


 


AirSculpt Technologies, Inc., a Delaware corporation
(the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”),
and certain shareholders of the Company (the “Selling Shareholders”) named in Schedule I hereto severally propose to
sell to the several Underwriters, an aggregate of 7,000,000 shares of the common stock of the Company, par value $0.001 per share (the
 “Firm Shares”), of which 2,173,913 shares are to be issued and sold by the Company and 4,826,087 shares are to be sold
by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule
I hereto. Certain of the Selling Shareholders also propose to sell to the several Underwriters not more than an additional 1,050,000 shares
of the common stock of the Company, par value $0.001 per share (the “Additional Shares”), if and to the extent that
Morgan Stanley & Co. LLC (“Morgan Stanley”), Piper Sandler & Co., and SVB Leerink LLC as representatives
of the several Underwriters (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters,
the right to purchase such shares of common stock granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional
Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.001 per share,
of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common
Stock.” The Company and the Selling Shareholders are hereinafter sometimes collectively referred to as the “Sellers.”


 


The Company has filed with the Securities and Exchange
Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- 260067), including a preliminary
prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information
(if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities
Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”;
the prospectus in the form first used to confirm sales of Shares (or in the form first made available to the Underwriters by the Company
to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus.”
If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under
the Securities Act (a “Rule 462 Registration Statement”), then any reference herein to the term “Registration
Statement” shall be deemed to include such Rule 462 Registration Statement.


 






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For purposes of this Agreement, “free
writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “preliminary prospectus”
shall mean each prospectus used prior to the effectiveness of the Registration Statement and each prospectus that omitted information
pursuant to Rule 430A under the Securities Act that was used after such effectiveness and prior to the execution and delivery of
this Agreement, “Time of Sale Prospectus” means the preliminary prospectus contained in the Registration Statement
at the time of its effectiveness together with the documents and pricing information set forth in Schedule III hereto, and “broadly
available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities
Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “preliminary
prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated
by reference therein as of the date hereof.


 


In connection with the offering contemplated by
this Agreement, the “Reorganization” (as such term is defined in the Registration Statement under the caption “Corporate
Structure and the Reorganization”) was or will be effected, pursuant to which the Company will become the sole managing member of
EBS Intermediate Parent LLC, a Delaware limited liability company (“OpCo”), and will operate and control all of the
business and affairs of OpCo and, through OpCo and its subsidiaries (including through contractual relationships with the Professional
Associations as such term is defined in the Registration Statement), conduct its business.


 


Morgan Stanley has agreed to reserve a portion
of the Shares to be purchased by it under this Agreement for sale to the Company’s directors, officers, employees and business associates
and other parties related to the Company (collectively, “Participants”), as set forth in each of the Time of Sale Prospectus
and the Prospectus under the heading “Underwriters” (the “Directed Share Program”). The Shares to be sold
by Morgan Stanley and its affiliates pursuant to the Directed Share Program, at the direction of the Company, are referred to hereinafter
as the “Directed Shares”. Any Directed Shares not orally confirmed for purchase by any Participant by the end of the
business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.


 


1.            Representations
and Warranties of the Company. The Company represents and warrants to and agrees with each of the Underwriters that:


 


(a)            The
Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and
no proceedings for such purpose or pursuant to Section 8A under the Securities Act are pending before or, to the Company’s
knowledge, threatened by the Commission.


 






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(b)            (i) The
Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, as of the date of such
amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and,
as amended or supplemented, if applicable, as of the date of such amendment or supplement, will comply in all material respects with the
Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does
not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective
purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the
Company, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,
(iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading and (v) the Prospectus does not contain and, as amended or supplemented, if applicable,
as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the
Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by or
on behalf of such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only
such information furnished by any Underwriter consists of the Underwriter Information, as defined below.


 


(c)            The
Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities
Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been,
or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations
of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under
the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material
respects with the applicable requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.
Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each furnished
to the Representatives before first use, the Company has not prepared, used or referred to, and will not, without the Representatives’
prior consent, prepare, use or refer to, any free writing prospectus.


 






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(d)            The
Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation,
has the corporate power and authority to own or lease its property and to conduct its business as described in each of the Registration
Statement, the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not, singly or in the aggregate, reasonably be expected to have a material adverse
effect on the Company and its subsidiaries, taken as a whole.


 


(e)            Each
subsidiary of the Company has been duly incorporated, organized or formed, is validly existing as a corporation or other business entity
in good standing under the laws of the jurisdiction of its incorporation, organization or formation, has the corporate or other business
entity power and authority to own or lease its property and to conduct its business as described in each of the Registration Statement,
the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not, singly or in the aggregate, have a material adverse effect on the Company
and its subsidiaries, taken as a whole; all of the issued shares of capital stock or other equity interests of each subsidiary of the
Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the
Company, free and clear of all liens, encumbrances, equities or claims, except for liens pursuant to the Term Loan and Revolving Facility
(as defined in the Time of Sale Prospectus and the Prospectus).


 


(f)            This
Agreement has been duly authorized, executed and delivered by the Company.


 


(g)            The
authorized capital stock of the Company conforms as to legal matters, in all material respects, to the description thereof contained in
each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.


 


(h)            The
shares of Common Stock (including the Shares to be sold by the Selling Shareholders) outstanding prior to the issuance of the Shares to
be sold by the Company have been duly authorized and will be validly issued, fully paid and non-assessable.


 


(i)             The
Shares to be sold by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this
Agreement, will be validly issued, fully paid and non-assessable, and the issuance of the Shares will not be subject to any preemptive
or similar rights.


 


(j)             The
execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene
any provision of applicable law or the certificate of incorporation or by-laws of the Company or any agreement or other instrument binding
upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order
or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except in the case of clauses
(i), (iii) and (iv), where such contravention would not, singly or in the aggregate, reasonably be expected to have a material adverse
effect on the Company, as a whole, and no consent, approval, authorization or order of, or qualification with, any governmental body,
agency or court is required for the performance by the Company of its obligations under this Agreement, except such as have been obtained
or waived or as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and
regulations of the Financial Industry Regulatory Authority (“FINRA”) in connection with the offer and sale of the Shares.


 






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(k)            There
has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial
or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in
the Time of Sale Prospectus.


 


(l)             There
are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which
any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings accurately described in all
material respects in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and proceedings that would not,
singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole,
or on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated
by each of the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) that are required to be described in
each of the Registration Statement, the Time of Sale Prospectus or the Prospectus and are not so described; and there are no statutes,
regulations, contracts or other documents that are required to be described in each of the Registration Statement, the Time of Sale Prospectus
or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.


 


(m)           Each
preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant
to Rule 424 under the Securities Act, complied when so filed in all material respects with the applicable requirements of the Securities
Act and the applicable rules and regulations of the Commission thereunder.


 


(n)            The
Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described
in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus will not be, required to register as an “investment
company” as such term is defined in the Investment Company Act of 1940, as amended.


 


(o)            The
Company and each of its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of
them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions
of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits,
licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly
or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.


 






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(p)            There
are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required
for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints
on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a material adverse
effect on the Company and its subsidiaries, taken as a whole.


 


(q)            Except
as described in the Registration Statement, Time of Sale Prospectus and the Prospectus, there are no contracts, agreements or understandings
between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities
Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant
to the Registration Statement.


 


(r)             (i) None
of the Company or any of its subsidiaries or any director, officer, or employee thereof, or, to the Company’s knowledge, any affiliate,
agent or representative of the Company or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of
an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything
else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned
or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of
the foregoing, or any political party or party official or candidate for political office) (a “Government Official”)
in order to obtain, retain, or direct business or influence official action, or to any person in violation of any applicable anti-corruption
laws; (ii) the Company and each of its subsidiaries and affiliates have conducted their businesses in compliance with applicable
anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote
and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) neither the Company
nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise
to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption
laws.


 


(s)            The
operations of the Company and each of its subsidiaries are and have been conducted at all times in compliance with all applicable financial
recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable
anti-money laundering statutes of jurisdictions where the Company and each of its subsidiaries conduct business, 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, threatened.


 






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(t)             (i) None
of the Company, any of its subsidiaries, or any director or, officer, or employee thereof, or, to the Company’s knowledge, any agent,
affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is,
or is owned or controlled by one or more Persons that are:


 


(A)            the
subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the
United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively,
 “Sanctions”); or


 


(B)            located,
organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran,
North Korea and Syria).


 


(ii)            The
Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Person:


 


(A)           to
fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or
facilitation, is the subject of Sanctions; or


 


(B)            in
any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether
as underwriter, advisor, investor or otherwise).


 


(iii)            For
the past five years or if the Company has owned a subsidiary for a shorter period, for the duration of such ownership, the Company and
each of 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, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.


 


(u)            Subsequent
to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus,
except for the Reorganization transactions, (i) the Company and its subsidiaries, taken as a whole, have not incurred any material
liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company has not purchased any
of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other
than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short-term debt or
long-term debt of the Company and its subsidiaries, taken as a whole.


 






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(v)            The
Company and each of its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to
all personal property (other than intellectual property, which is addressed exclusively in Section 1(w)below) owned by them which
is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except
such as are described in the Time of Sale Prospectus or such as would not reasonably be expected to have a material adverse effect on
the Company and its subsidiaries, taken as a whole; and any real property and buildings held under lease by the Company and its subsidiaries
are held by them under valid, subsisting and enforceable leases with such exceptions as would not reasonably be expected to have a material
adverse effect on the Company and its subsidiaries, taken as a whole.


 


(w)            (i) Except
as would not reasonably be expected to cause a material adverse effect on the Company and its subsidiaries, taken as a whole, the Company
and its subsidiaries own or have a valid right to use all patents, inventions, copyrights, know how, trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, methods, procedures, trademarks, service marks, trade names, domain names,
social media identifiers and accounts, software, systems, technology, databases, photographs and all other worldwide intellectual property
and proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, any of the
forgoing) (collectively, “Intellectual Property Rights”) used in or reasonably necessary to the conduct of their businesses
as currently conducted; (ii) the Intellectual Property Rights owned or purported to be owned by the Company and its subsidiaries
are subsisting, and to the Company’s knowledge are valid and enforceable, to the Company’s knowledge, the Intellectual Property
Rights licensed to the Company and its subsidiaries, are valid, subsisting and enforceable; (iii) there is no pending or, to the
Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope, registrability or enforceability
of any Intellectual Property Rights owned or purported to be owned by the Company or any of its subsidiaries; (iv) neither the Company
nor any of its subsidiaries has received any written notice alleging any infringement, misappropriation or other violation of Intellectual
Property Rights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material
adverse effect on the Company and its subsidiaries, taken as a whole; (v) to the Company’s knowledge, no third party is infringing,
misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned
or purported to be owned by the Company or any of its subsidiaries in manner that would reasonably be expected to result in a material
adverse effect on the Company and its subsidiaries, taken as a whole; (vi) to the Company’s knowledge, neither the Company
nor any of its subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated,
any Intellectual Property Rights of any third party, and, to the Company’s knowledge, the conduct of each of the respective businesses
of the Company and its subsidiaries as described in each of the Registration Statement, the Time of Sale Prospectus or the Prospectus
will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any third party, except in each case as would
not reasonably be expected to result in a material adverse effect on the Company and its subsidiaries, taken as a whole; (vii) each
Person who has contributed to or participated in the conception or development of any material Intellectual Property Rights on behalf
of the Company or any subsidiary of the Company has executed a valid and binding written agreement whereby such Person presently assigns
to the Company or the applicable subsidiary all right, title and interest of such Person in and to such Intellectual Property Rights except
where ownership thereof would vest in the Company or the applicable subsidiary by operation of law, and to the Company’s knowledge,
no such agreement has been breached or violated in manner that would reasonably be expected to result in a material adverse effect on
the Company and its subsidiaries, taken as a whole; and (viii) except as would not be expected to result in a material adverse effect
on the Company and its subsidiaries, taken as a whole, the Company and its subsidiaries use, and have used, commercially reasonable efforts
to maintain, protect and police all Intellectual Property Rights of the Company and its subsidiaries, including to appropriately maintain
as a trade secret all information intended to be maintained as a trade secret.


 






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(x)            (i) Except
as would not reasonably be expected to result in material adverse effect on the Company and its subsidiaries, taken as a whole, the Company
and its subsidiaries use and have used any and all software and other materials that are distributed under a “free,” “open
source,” or similar licensing model (including but not limited to the MIT License, Apache License, GNU General Public License, GNU
Lesser General Public License and GNU Affero General Public License) (“Open Source Software”) in compliance with all
license terms applicable to such Open Source Software; and (ii) to the Company’s knowledge, neither the Company nor any of
its subsidiaries uses or distributes or has used or distributed any Open Source Software in any manner that requires or has required (A) the
Company or any of its subsidiaries to permit reverse engineering of any software code or other technology owned or purported to be owned
by the Company or any of its subsidiaries or (B) any software code or other technology owned or purported to be owned by the Company
or any of its subsidiaries to be (1) disclosed or distributed in source code form, (2) licensed for the purpose of making derivative
works or (3) redistributed at no charge.


 


(y)            (i) Except
as would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, (i) the
Company and each of its subsidiaries have complied and are presently in compliance with all internal and external privacy policies, contractual
obligations, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental
or regulatory authority and any other legal obligations, in each case, relating to the collection, use, transfer, import, export, storage,
protection, disposal and disclosure by the Company or any of its subsidiaries of personal, personally identifiable, sensitive, confidential
or regulated data (“Data Security Obligations”, and such data, “Data”); (ii) the Company has
not received any written notification of or complaint regarding, and is unaware of any other, facts that, individually or in the aggregate,
would reasonably indicate non-compliance with any Data Security Obligation; and (iii) there is no action, suit or proceeding by or
before any court or governmental agency, authority or body pending or threatened alleging non-compliance with any Data Security Obligation.


 






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(z)            The
Company and each of its subsidiaries have taken technical and organizational measures necessary to protect the information technology
systems and Data used in connection with the operation of the Company’s and its subsidiaries’ businesses. Without limiting
the foregoing, the Company and its subsidiaries have used reasonable efforts to establish and maintain, and have established, maintained,
implemented and complied with, reasonable information technology, information security, cyber security and data protection controls, policies
and procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster
recovery and security plans that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use,
access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any information technology system
or Data used in connection with the operation of the Company’s and its subsidiaries’ businesses (“Breach”).
Except as would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, there
has been no such Breach, and the Company and its subsidiaries have not been notified of and have no knowledge of any event or condition
that would reasonably be expected to result in, any such Breach.


 


(aa)          Except
as would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, no labor
dispute with the employees of the Company or any of its subsidiaries exists, or, to the knowledge of the Company, is imminent, and the
Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers
or contractors.


 


(bb)          The
Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as in the Company’s reasonable judgment are customary in the businesses in which they are engaged; neither the Company
nor any of its subsidiaries has been refused any insurance coverage sought or applied for, except as would not, singly or in the aggregate,
have a material adverse effect on the Company and its subsidiaries, taken as a whole; and neither 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 as may be necessary to continue its business at a cost that would not, singly or in the aggregate,
have a material adverse effect on the Company and its subsidiaries, taken as a whole.


 


(cc)          The
Company and each of its subsidiaries possess, and are operating in compliance with, all licenses, clearances, registrations, certificates,
authorizations, permits and exemptions issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct
their respective businesses, except where the failure to have such licenses, clearances, registrations, certificates, authorizations,
permits and exemptions would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as
a whole, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification
of any such licenses, clearances, registrations, certificates, authorizations, permits and exemptions which, singly or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries,
taken as a whole.


 






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(dd)          The
financial statements included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, together with the
related schedules and notes thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities
Act and present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates
shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity
with generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis throughout
the periods covered thereby except for any normal year-end adjustments in the Company’s quarterly financial statements. The other
financial information included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus has been derived
from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information
shown thereby. The statistical, industry-related and market-related data included in each of the Registration Statement, the Time of
Sale Prospectus and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable
and accurate and such data is consistent with the sources from which they are derived, in each case in all material respects.


 


(ee)          Grant
Thornton LLP, who have certified certain financial statements of the Company and its subsidiaries and delivered its report with respect
to the audited consolidated financial statements and schedules filed with the Commission as part of the Registration Statement and included
in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, is an independent registered public accounting
firm with respect to the Company within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted
by the Commission and the Public Company Accounting Oversight Board (United States).


 


(ff)          The
Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are
recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences. Since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness
in the Company’s internal control over financial reporting (whether or not remediated) and (ii) 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.


 






    11


    


    

 


(gg)          Except
as described in the Time of Sale Prospectus and the Prospectus, the Company has not sold, issued or distributed any shares of Common
Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D
or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee
compensation plans or pursuant to outstanding options, rights or warrants.


 


(hh)          The
Registration Statement, the Prospectus, the Time of Sale Prospectus and any preliminary prospectus comply, and any amendments or supplements
thereto will comply, with any applicable laws or regulations of foreign jurisdictions in which the Prospectus, the Time of Sale Prospectus
or any preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program.


 


(ii)            No
consent, approval, authorization or order of, or qualification with, any governmental body or agency, other than those obtained, is required
in connection with the offering of the Directed Shares in any jurisdiction where the Directed Shares are being offered.


 


(jj)            The
Company has not offered, or caused Morgan Stanley or any Morgan Stanley Entity as defined in Section 12 to offer, Shares to any
person pursuant to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of the
Company to alter the customer’s or supplier’s level or type of business with the Company, or (ii) a trade journalist
or publication to write or publish favorable information about the Company or its products.


 


(kk)          The
Company and each of its subsidiaries have timely filed all federal, state, local and foreign tax returns required to be filed through
the date of this Agreement or have requested extensions thereof and have paid all taxes required to be paid thereon or which are otherwise
assessed and are due and payable (except for cases in which the failure to file or pay would not, singly or in the aggregate, have a
material adverse effect on the Company and its subsidiaries, taken as a whole, or, except as currently being contested in good faith
by appropriate proceedings and for which reserves required by U.S. GAAP have been created in the financial statements of the Company),
and no tax deficiency has been determined adversely to the Company or any of its subsidiaries which, singly or in the aggregate, has
had (nor does the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which could reasonably be expected
to be determined adversely to the Company or its subsidiaries and which could reasonably be expected to have) a material adverse effect
on the Company and its subsidiaries, taken as a whole.


 


(ll)            From
the time of initial confidential submission of the Registration Statement to the Commission through the date hereof, the Company has been
and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth
Company”).


 


(mm)        The
Company (i) has not alone engaged in any Testing-the-Waters Communication with any person other than Testing-the-Waters Communications
with the consent of the Representatives with entities that are reasonably believed to be qualified institutional buyers within the meaning
of Rule 144A under the Securities Act or institutions that are reasonably believed to be accredited investors within the meaning
of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters
Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters
Communications. The Company has not distributed any Testing-the-Waters Communication that is a written communication within the meaning
of Rule 405 under the Securities Act other than those listed in Schedule IV hereto. “Testing-the-Waters Communication”
means any communication with potential investors undertaken in reliance on Section 5(d) or Rule 163B of the Securities
Act.


 






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(nn)          As
of the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers,
none of (A) the Time of Sale Prospectus, (B) any free writing prospectus, when considered together with the Time of Sale Prospectus,
and (C) any individual Testing-the-Waters Communication, when considered together with the Time of Sale Prospectus, included, includes
or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading.


 


(oo)            Neither
the Company nor any of its subsidiaries has any securities rated by any “nationally recognized statistical rating organization,”
as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(pp)          The
Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance
with all provisions of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), and all rules and
regulations promulgated thereunder applicable to the Company at such time, and is taking steps designed to ensure that it will be in compliance,
at all times, with the other provisions of the Sarbanes-Oxley Act when they become applicable to the Company after the effectiveness of
the Registration Statement.


 


(qq)         With
respect to the stock options granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company
Stock Plans”), (i) each grant of a stock option was duly authorized no later than the date on which the grant of such
stock option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors
of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number
of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto,
and (ii) each such grant was made in accordance with the terms of the Company Stock Plans and all applicable laws and regulatory
rules or requirements, including any applicable federal securities laws.


 






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(rr)           The
Company and its subsidiaries are and have operated in material compliance with all applicable health care laws, including, (i) the
Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq.); (ii) applicable federal, state, local and foreign health
care related fraud and abuse laws, including, the U.S. Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the U.S. Physician Payments
Sunshine Act (42 U.S.C. § 1320a-7h), the U.S. Civil False Claims Act (31 U.S.C. §§ 3729 et seq.), the criminal False Claims
Law (42 U.S.C. § 1320a-7b(a)), all criminal laws relating to health care fraud and abuse and the health care fraud criminal provisions
under the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) (42 U.S.C. § 1320d et seq.),
the exclusion law (42 U.S.C. § 1320a-7), the civil monetary penalties law (42 U.S.C. § 1320a-7a); (iii) HIPAA, as amended
by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. §§ 1320d et seq., 42 U.S.C. §§
17921 et seq.); (iv) health care quality, safety and accreditation requirements under applicable federal, state, local or foreign
laws or regulatory bodies; (v) the regulations promulgated pursuant to all such laws; and (vi) other similar local, state, federal,
or foreign laws and regulations, each as amended and together with their implementing regulations. (collectively, the “Health
Care Laws”).


 


(ss)          The
Company and its subsidiaries: (i) have not received any Form FDA 483, written notice of adverse finding, warning letter, untitled
letter or other written correspondence or notice from the U.S. Food and Drug Administration (the “FDA”) or any other
similar court or arbitrator or federal, state, local or foreign governmental or regulatory authority alleging or asserting material noncompliance
with any Health Care Laws or the terms of any licenses, certificates, approvals, clearances, authorizations, exemptions, registrations,
listings, permits and supplements or amendments thereto required by any such Health Care Laws to conduct the Company’s business
as described in the Time of Sale Prospectus (“Authorizations”); (ii) possess all Authorizations and such Authorizations
are valid and in full force and effect and neither the Company nor its subsidiaries is in violation of any such Authorizations; (iii) have
not received written notice of any pending or completed claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration
or other action from the FDA or any other similar court or arbitrator or federal, state, local or foreign governmental or regulatory authority
or third party alleging that any product or activity is in violation of any Health Care Laws or Authorizations and have no knowledge that
the FDA or any other similar court or arbitrator or federal, state, local or foreign governmental or regulatory authority or third party
is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (iv) have not received written
notice that the FDA or any other similar court or arbitrator or federal, state, local or foreign governmental or regulatory authority
has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that the FDA
or any other similar court or arbitrator or federal, state, local or foreign governmental or regulatory authority is considering such
action, and have no knowledge of any events which allow, or after notice or lapse of time, would allow, revocation or termination thereof
or result in any other impairment of the rights of the holder of any Authorization; (v) are not a party to any material corporate
integrity agreements, deferred prosecution agreements, monitoring agreements, consent decrees, settlement orders or similar agreements
with or imposed by the FDA or any other similar court or arbitrator or federal, state, local or foreign governmental or regulatory authority,
and has no reporting obligations, plan of correction or other remedial measures entered into pursuant to any such agreement entered into
with, or such decree or order issued by, any such governmental or regulatory authority; (vi) are not, and none of their respective
employees, officers or directors are, listed as excluded, suspended or debarred from participation in any U.S. federal health care program,
or subject to a governmental inquiry, investigation, proceeding, or other similar action that could reasonably be expected to result in
debarment, suspension, or exclusion; (vii) (a) have filed, obtained, maintained or submitted all reports, documents, forms,
notices, applications, records, claims, submissions and supplements or amendments as required by any Health Care Laws or Authorizations,
(b) all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were true,
complete and correct on the date filed (or were corrected or supplemented by a subsequent submission), and (c) are not aware of any
basis for any liability with respect to such filings; (viii) have not, either voluntarily or involuntarily, initiated, conducted,
or issued or caused to be initiated, conducted or issued, any recall, field notifications, field corrections, market withdrawal or replacement,
safety alert, post-sale warning, “dear doctor” letter, investigator notices, or other notice or action relating to the alleged
lack of safety, efficacy or regulatory compliance of any product or any alleged product defect or violation and, are not aware (a) that
any third party has initiated, conducted or intends to initiate any such notice or action and (b) that there are any facts that would
be reasonably likely to result in such notice or action; and (ix) have not, and have no knowledge that any officers, employees and
agents have, made any untrue statement of a fact or fraudulent statement to the FDA or any other similar court or arbitrator or federal,
state, local or foreign governmental or regulatory authority or failed to disclose a material fact required to be disclosed to the FDA
or any other similar court or arbitrator or federal, state, local or foreign governmental or regulatory authority.


 






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2.            Representations
and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees
with each of the Underwriters that:


 


(a)            This
Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder.


 


(b)            The
execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this
Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws of such
Selling Shareholder (if such Selling Shareholder is a corporation), or (iii) any agreement or other instrument binding upon such
Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such
Selling Shareholder, except in the case of clauses (i), (iii) and (iv) as would not, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the Selling Shareholders and no consent, approval, authorization or order of, or qualification
with, any governmental body, agency or court is required for the performance by such Selling Shareholder of its obligations under this
Agreement, except such have been obtained or waived or as may be required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Shares.


 






    15


    


    

 


(c)            Such
Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning
of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Shareholder free and
clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and
approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder
or a security entitlement in respect of such Shares.


 


(d)            Upon
payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the
Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company
(“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on
the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse
claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares),
(A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under
Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action
based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against
the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that
when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee
designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and
applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the
UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to
the UCC.


 


(e)            Such
Selling Shareholder has delivered to the Representatives an executed lock-up agreement in substantially the form attached hereto as Exhibit A
(the “Lock-up Agreement”).


 


(f)             Such
Selling Shareholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Registration
Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement.


 






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(g)            (i) The
Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not, as of the
date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply
and, as amended or supplemented, if applicable, will, as of the date of such amendment or supplement, comply in all material respects
with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus
does not, and at the time of each sale of Shares in connection with the offering when the Prospectus is not yet available to prospective
purchasers and at the Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not,
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together
with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus
does not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that the representations and warranties set forth in this paragraph shall only apply
any untrue statement of a material fact or omission to state a material fact made in reliance upon and in conformity with any information
relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use
therein, it being understood and agreed upon that the only information furnished by such Selling Shareholder to the Company consists (i) the
legal name of such Selling Shareholder and (ii) the number of shares of Common Stock beneficially owned prior to the offering by
such Selling Shareholder and the information contained in the respective footnote related to such Selling Shareholder set forth in the
beneficial ownership table, which appears in the Registration Statement, the Prospectus, and the Time of Sale Prospectus in the table
(and corresponding footnotes) under the caption “Principal and Selling Shareholders (the “Selling Shareholder Information”).


 


(h)            (i) None
of such Selling Shareholder or any of its subsidiaries, or any director, or officer thereof, or, to the knowledge of such Selling Shareholder,
any employee, agent, representative, or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that
are:


 


(A)            the
subject of any Sanctions, or


 


(B)            located,
organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran,
North Korea and Syria).


 


(ii)            Such
Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other Person:


 


(A)            to
fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or
facilitation, is the subject of Sanctions; or


 


(B)            in
any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether
as underwriter, advisor, investor or otherwise).


 






    17


    


    

 


(iii)            For
the past five years, such Selling Shareholder has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any
dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the
subject of Sanctions.


 


(i)             (i) None
of such Selling Shareholder or any of its subsidiaries, or any director, or officer thereof, or, to the knowledge of such Selling Shareholder,
any employee, agent, representative, or affiliate thereof has taken or will take any action in furtherance of an offer, payment, promise
to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or
indirectly, to any Government Official in order to obtain, retain or direct business or influence official action, or to any person in
violation of any applicable anti-corruption laws; (ii) such Selling Shareholder and each of its subsidiaries have conducted their
businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies
and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained
herein; and (iii) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the
offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of
value, to any person in violation of any applicable anti-corruption laws.


 


(j)             The
operations of such Selling Shareholder and each of its subsidiaries are and have been conducted at all times in material compliance with
all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental or regulatory agency,
authority or body or any arbitrator involving such Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering
Laws is pending or, to the knowledge of the Selling Shareholder, threatened.


 


(k)            Such
Selling Shareholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account subject to Section 4975 of the Internal
Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42)
of ERISA, 29 C.F.R. 2510.3-101, or otherwise.


 


3.            Agreements
to Sell and Purchase. Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter,
upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees,
severally and not jointly, to purchase from such Seller at $10.23 a share (the “Purchase Price”) the number of Firm
Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion
to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name
of such Underwriter bears to the total number of Firm Shares.


 






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On the basis of the representations and warranties
contained in this Agreement, and subject to its terms and conditions, certain Selling Shareholders (as set out in Schedule I) agree to
sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to
1,050,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares
shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable
on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in
part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of
Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase
date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares
or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof
solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that
Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly,
to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine)
that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm
Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.


 


4.            Terms
of Public Offering. The Sellers are advised by the Representatives that the Underwriters propose to make a public offering of their
respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in the Representatives’
judgment is advisable. The Sellers are further advised by the Representatives that the Shares are to be offered to the public initially
at $11.00 a share (the “Public Offering Price”) and to certain dealers selected by the Representatives at a price that
represents a concession not in excess of $0.462 a share under the Public Offering Price.


 


5.            Payment
and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately
available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.,
New York City time, on November 2, 2021, or at such other time on the same or such other date, not later than November 9, 2021,
as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing
Date.”


 


Payment for any Additional Shares shall be made
to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective
accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in
Section 3 or at such other time on the same or on such other date, in any event not later than December 10, 2021, as shall be
designated in writing by the Representatives.


 


The Firm Shares and Additional Shares shall be
registered in such names and in such denominations as the Representatives shall request not later than one full business day prior to
the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to
the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters.
The Purchase Price actually payable by the Underwriters shall be reduced (but treated as paid hereunder to the person(s) which would
otherwise be entitled to be paid any such reduced amount) by (i) any transfer taxes paid by, or on behalf of, the Underwriters in
connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.


 






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6.            Conditions
to the Underwriters’ Obligations. The obligations of the Sellers to sell the Shares to the Underwriters and the several obligations
of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement
shall have become effective not later than 5:00 p.m. (New York City time) on the date hereof.


 


The several obligations of the Underwriters are
subject to the following further conditions:


 


(a)            Subsequent
to the execution and delivery of this Agreement and prior to the Closing Date:


 


(i)            no
order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to
Section 8A under the Securities Act shall be pending before or threatened by the Commission; and


 


(ii)            there
shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in
the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus
that, in the Representatives’ judgment, is material and adverse and that makes it, in the Representatives’ judgment, impracticable
to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.


 


(b)            The
Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company,
to the effect set forth in Sections 6(a)(i) and 6(a)(ii) above and to the effect that the representations and warranties
of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the
agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.


 


The officer signing and delivering such certificate
may rely upon the best of his or her knowledge as to proceedings threatened.


 


(c)            The
Underwriters shall have received on the Closing Date an opinion and negative assurance letter of McDermott Will & Emery LLP,
counsel for each of the Company and Vesey (as defined below), dated the Closing Date, in form and substance reasonably satisfactory to
the Representatives.


 






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(d)            The
Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Latham & Watkins LLP, counsel
for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.


 


With respect to Sections 6(c) and 6(d) above,
McDermott Will & Emery LLP and Latham & Watkins LLP may state that their opinions and beliefs are based upon their participation
in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto
and review and discussion of the contents thereof, but are without independent check or verification, except as specified.


 


(e)            The
Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date,
as the case may be, in form and substance satisfactory to the Representatives, from Grant Thornton LLP, independent public accountants,
containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters
with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus
and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than
the date hereof.


 


(f)            The
Underwriters shall have received, on each of the date hereof and the Closing Date, a certificate dated the date hereof or the Closing
Date, as the case may be, in form and substance satisfactory to the Representatives, from the chief financial officer of the Company,
with respect to certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus.


 


(g)            The
 “lock-up” agreements, each substantially in the form of Exhibit A hereto, between the Representatives and substantially
all shareholders, officers and directors of the Company relating to restrictions on sales and certain other dispositions of shares of
Common Stock or certain other securities, delivered to the Representatives on or before the date hereof (the “Lock-up Agreements”),
shall be in full force and effect on the Closing Date.


 


(h)            The
Shares shall have been approved for listing on the Nasdaq Global Market.


 


(i)            The
several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to the Representatives on
the applicable Option Closing Date of the following:


 


(i)            a
certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered
on the Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing Date;


 


(ii)            an
opinion and negative assurance letter of McDermott Will & Emery LLP, counsel for the Company, dated the Option Closing Date,
relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required
by Section 6(c) hereof;


 






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(iii)            an
opinion and negative assurance letter of Latham & Watkins LLP, counsel for the Underwriters, dated the Option Closing Date, relating
to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof;


 


(iv)            a
letter dated the Option Closing Date, in form and substance satisfactory to the Representatives, from Grant Thornton LLP, independent
public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(e) hereof;
provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business
days prior to such Option Closing Date;


 


(v)            a
certificate dated the Option Closing Date and signed by the chief financial officer of the Company, substantially in the same form and
substance as the certificate furnished to the Underwriters pursuant to Section 6(f) hereof; and


 


(vi)            such
other documents as the Representatives may reasonably request with respect to the good standing of the Company and its subsidiaries, the
due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance
of such Additional Shares.


 


7.            Covenants
of the Company. The Company covenants with each Underwriter as follows:


 


(a)            To
furnish to the Representatives, without charge, five signed copies of the Registration Statement (including exhibits thereto) and for
delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to the Representatives
in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this
Agreement and during the period mentioned in Section 7(e) or 7(f) below, as many copies of the Time of Sale Prospectus,
the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Representatives may reasonably request.


 


(b)            Before
amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to the Representatives
a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Representatives
reasonably object in a timely manner, and to file with the Commission within the applicable period specified in Rule 424(b) under
the Securities Act any prospectus required to be filed pursuant to such Rule.


 


(c)            To
furnish to the Representatives a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred
to by the Company and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object in a
timely manner.


 






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(d)            Not
to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under
the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have
been required to file thereunder.


 


(e)            If
the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective
purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus
in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist
as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file,
or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with
applicable law, forthwith subject to Section 7(b) above, to prepare, file with the Commission and furnish, at its own expense,
to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements
in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus
is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer
conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable
law.


 


(f)            If,
during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters the Prospectus
(or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection
with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement
the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the
notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion
of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare,
file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representatives
will furnish to the Company) to which Shares may have been sold by the Representatives on behalf of the Underwriters and to any other
dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented
will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of
the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with
applicable law.


 


(g)            To
endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall
reasonably request, provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as
a dealer in securities in any jurisdiction where it is not now so qualified, (ii) file any general consent to service of process
in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction in which it is not otherwise subject.


 






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(h)            To
make generally available (which may be satisfied by filing with the Commission on its Electronic Data Gathering, Analysis and Retrieval
System) to the Company’s security holders and to the Representatives as soon as practicable an earnings statement covering a period
of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall
satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.


 


(i)            To
comply with all applicable securities and other laws, rules and regulations in each jurisdiction in which the Directed Shares are
offered in connection with the Directed Share Program.


 


(j)            The
Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later
of (i) completion of the distribution of the Shares within the meaning of the Securities Act and (ii) completion of the Restricted
Period referred to in Section 7.


 


(k)            If
at any time following the distribution of any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405
under the Securities Act there occurred or occurs an event or development as a result of which such Testing-the-Waters Communication included
or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify
the Representatives and will promptly amend or supplement, at its own expense, such Testing-the-Waters Communication to eliminate or correct
such untrue statement or omission.


 


The Company also covenants with each Underwriter
that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, and will not publicly disclose an
intention to, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer,
pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described
in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) publicly
file or confidentially submit any draft registration statement or file any registration statement with the Commission relating to the
offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.


 






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The restrictions contained in the preceding paragraph
shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise
of an option or warrant or the conversion or exchange of a security outstanding on the date hereof as described in each of the Time of
Sale Prospectus and Prospectus, (C) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director
of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such
plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement
or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan,
such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during
the Restricted Period, (D) grants of options, restricted stock or other equity awards and the issuance of Common Stock or securities
convertible into or exercisable for Common Stock (whether upon the exercise of stock options or otherwise) to employees, officers, directors,
advisors or consultants of the Company pursuant to the terms of an employee benefit plan, qualified stock option plan or other employee
compensation plan in effect on the date hereof and as described in each of the Time of Sale Prospectus and Prospectus, provided that the
Company shall cause each recipient of such grant to execute and deliver to the Representatives a signed lock-up undertaking substantially
in the form of Exhibit A hereto if such recipient has not already delivered one, or (E) the filing of a registration statement
on Form S-8 to register Common Stock issuable pursuant to any employee benefit plans, qualified stock option plans or other employee
compensation plans, described in the Time of Sale Prospectus and the Prospectus.


 


If Morgan Stanley, in its sole discretion, agrees
to release or waive the restrictions on the transfer of Shares set forth in a Lock-up Agreement for an officer or director of the Company
and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the
release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C
hereto through a major news service at least two business days before the effective date of the release or waiver.


 


8.            Covenants
of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter as follows:


 


(a)            Each
Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue
Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such
form.


 


(b)            Each
Seller will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, a properly completed and executed
Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and each Seller
undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification
of the foregoing Certification.


 






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9.            Expenses.
Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to
pay or cause to be paid all expenses incident to the performance of their obligations and those of the Selling Shareholders under this
Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel, the Company’s accountants and
counsel for the Selling Shareholders in connection with the registration and delivery of the Shares under the Securities Act and all other
fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of
Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments
and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof
to the Underwriters and dealers, in the quantities hereinabove specified; (ii) all costs and expenses related to the authorization,
issuance, sale, preparation, transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon;
(iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the
Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state
securities laws as provided in Section 7(g) hereof, including filing fees and the reasonable fees and disbursements of counsel
for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum; (iv) all
filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification
of the offering of the Shares by the FINRA (provided that such fees and expenses of counsel to be reimbursed pursuant to clauses (iii) and
(iv) shall not to exceed $40,000); (v) all fees and expenses in connection with the preparation and filing of the registration
statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NASDAQ Global
Market; (vi) the cost of printing certificates representing the Shares; (vii) the costs and charges of any transfer agent, registrar
or depositary; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken
in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation
or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses
of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses
of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with
the road show; (ix) the document production charges and expenses associated with printing this Agreement; (x) all fees and disbursements
of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or any
other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program; and (xi) all other costs and expenses
incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It
is understood, however, that except as provided in this Section, Section 11 entitled “Indemnity and Contribution”, Section 12
entitled “Directed Share Program Indemnification” and the last paragraph of Section 14 below, the Underwriters will pay
all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the
Shares owned by them and any advertising expenses connected with any offers they may make and all travel and other expenses of the Underwriters
or any of their employees incurred by them in connection with participation in investor presentations on any “road show” undertaken
in connection with the marketing of the offering of the Shares.


 


The Company agrees to pay on behalf of, or cause
to be paid on behalf of, each Selling Stockholder the underwriting discounts and commissions incident to the sale of Shares by such Selling
Stockholder, being an amount equal to $0.77 per Share. Save for the foregoing, the provisions of this Section shall not supersede
or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves.


 






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10.            Covenants
of the Underwriters. Each Underwriter, severally and not jointly, covenants with the Company not to take any action that would result
in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf
of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.


 


11.            Indemnity
and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors and officers of each
Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act
from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably
incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus,
the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under
the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under
the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), the Prospectus
or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, except
insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the
Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the
only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph
(c) below.


 


(b)            Each
Selling Shareholder agrees, severally and not jointly, to indemnify and hold harmless each Underwriter, the directors and officers of
each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities
Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably
incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus,
the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under
the Securities Act, any road show, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or
arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or alleged omission was made in reliance upon and in conformity with any information furnished to the Company by such
Selling Shareholder that constitutes Selling Shareholder Information. The liability of each Selling Shareholder under the indemnity agreement
contained in this paragraph shall be limited to an amount equal to the aggregate Public Offering Price of the Shares sold by such Selling
Shareholder under this Agreement.


 






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(c)            Each
Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Selling Shareholders, the directors of
the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company or any
Selling Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and
against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or
alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus,
the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under
the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under
the Securities Act, any road show, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or
arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company
in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus,
the Time of Sale Prospectus, any issuer free writing prospectus, road show or the Prospectus or any amendment or supplement thereto; provided
that the only such information furnished by any Underwriter consists of the following information in the Prospectus: the third paragraph
under the caption “Underwriters” in the Prospectus concerning the terms of the offering by the Underwriters, the seventh paragraph
under the caption “Underwriters” in the Prospectus concerning sales to discretionary accounts and the first sentence of the
thirteenth paragraph under the caption “Underwriters” in the Prospectus concerning stabilization and overallotments by the
Underwriters (the “Underwriter Information”).


 


(d)            In
case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity
may be sought pursuant to Section 11(a), 11(b) or 11(c), such person (the “indemnified party”) shall promptly
notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying
party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall
not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (i) the reasonably incurred fees and expenses of more than one separate firm (in addition to any local counsel) for
all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities
Act, (ii) the reasonably incurred fees and expenses of more than one separate firm (in addition to any local counsel) for the Company,
its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of
either such Section and (iii) the fees and expenses of more than one separate firm (in addition to any local counsel) for all
Selling Shareholders and all persons, if any, who control any Selling Shareholder within the meaning of either such Section, and that
all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriters and such
control persons and affiliates of any Underwriters, such firm shall be designated in writing by Morgan Stanley. In the case of any such
separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing
by the Company. In the case of any such separate firm for the Selling Shareholders and such control persons of any Selling Shareholders,
such firm shall be designated in writing by the persons named as attorneys-in-fact for the Selling Shareholders under the Powers of Attorney.
The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with
such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from
and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying
party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with
such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party,
effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party
and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release
of such indemnified party, from all liability on claims that are the subject matter of such proceeding 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.


 






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(e)            To
the extent the indemnification provided for in Section 11(a), 11(b) or 11(c) is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph,
in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as
a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering
of the Shares or (ii) if the allocation provided by clause 11(e)(i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in clause 11(e)(i) above but also the relative fault
of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative benefits received by the Sellers on the one hand and the Underwriters on the other hand in connection with the offering of
the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting
expenses) received by each Seller and the total underwriting discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of the
Sellers on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied
by the Sellers or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 11 are
several in proportion to the respective number of Shares they have purchased hereunder, and not joint. The liability of each Selling Shareholder
under the contribution agreement contained in this paragraph shall be limited to an amount equal to the aggregate Public Offering Price
of the Shares sold by such Selling Shareholder under this Agreement.


 


(f)            The
Sellers and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 11 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in Section 11(e). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages and liabilities referred to in Section 11(e) shall be deemed to include, subject
to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this Section 11, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 11 are not exclusive and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.


 






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(g)            The
indemnity and contribution provisions contained in this Section 11 and the representations, warranties and other statements of the
Company and the Selling Shareholders contained in this Agreement shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter
or any affiliate of any Underwriter, by or on behalf of any Selling Shareholder or any person controlling any Selling Shareholder, or
by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment
for any of the Shares.


 


12.            Directed
Share Program Indemnification. (a) The Company agrees to indemnify and hold harmless Morgan Stanley, each person, if any, who
controls Morgan Stanley within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and
each affiliate of Morgan Stanley within the meaning of Rule 405 of the Securities Act (“Morgan Stanley Entities”)
from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably
incurred in connection with defending or investigating any such action or claim) (i) that arise out of, or are based upon, any untrue
statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for
distribution to Participants in connection with the Directed Share Program or arise out of, or are based upon, any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) that
arise out of, or are based upon, the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant
agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program, other than losses, claims,
damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross
negligence of Morgan Stanley Entities.


 


(b)            In
case any proceeding (including any governmental investigation) shall be instituted involving any Morgan Stanley Entity in respect of which
indemnity may be sought pursuant to Section 12(a), the Morgan Stanley Entity seeking indemnity shall promptly notify the Company
in writing and the Company, upon request of the Morgan Stanley Entity, shall retain counsel reasonably satisfactory to the Morgan Stanley
Entity to represent the Morgan Stanley Entity and any others the Company may designate in such proceeding and shall pay the fees and disbursements
of such counsel related to such proceeding. In any such proceeding, any Morgan Stanley Entity shall have the right to retain its own counsel,
but the fees and expenses of such counsel shall be at the expense of such Morgan Stanley Entity unless (i) the Company shall have
agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include
both the Company and the Morgan Stanley Entity and representation of both parties by the same counsel would be inappropriate due to actual
or potential differing interests between them. The Company shall not, in respect of the legal expenses of the Morgan Stanley Entities
in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonably incurred fees and expenses
of more than one separate firm (in addition to any local counsel) for all Morgan Stanley Entities. Any such separate firm for the Morgan
Stanley Entities shall be designated in writing by Morgan Stanley. The Company shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Company
agrees to indemnify the Morgan Stanley Entities from and against any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time a Morgan Stanley Entity shall have requested the Company to reimburse it for fees and expenses
of counsel as contemplated by the second and third sentences of this paragraph, the Company agrees that it shall be liable for any settlement
of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by
the Company of the aforesaid request and (ii) the Company shall not have reimbursed the Morgan Stanley Entity in accordance with
such request prior to the date of such settlement. The Company shall not, without the prior written consent of Morgan Stanley, effect
any settlement of any pending or threatened proceeding in respect of which any Morgan Stanley Entity is or could have been a party and
indemnity could have been sought hereunder by such Morgan Stanley Entity, unless such settlement includes an unconditional release of
the Morgan Stanley Entities from all liability on claims that are the subject matter of such proceeding.


 






    30


     


    

 


(c)            To
the extent the indemnification provided for in Section 12(a) is unavailable to a Morgan Stanley Entity or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then the Company in lieu of indemnifying the Morgan Stanley Entity
thereunder, shall contribute to the amount paid or payable by the Morgan Stanley Entity as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and
the Morgan Stanley Entities on the other hand from the offering of the Directed Shares or (ii) if the allocation provided by clause 12(c)(i) above
is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 12(c)(i) above
but also the relative fault of the Company on the one hand and of the Morgan Stanley Entities on the other hand in connection with any
statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Morgan Stanley Entities on the other hand in connection with the
offering of the Directed Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the
Directed Shares (before deducting expenses) and the total underwriting discounts and commissions received by the Morgan Stanley Entities
for the Directed Shares, bear to the aggregate Public Offering Price of the Directed Shares. If the loss, claim, damage or liability is
caused by an untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, the relative
fault of the Company on the one hand and the Morgan Stanley Entities on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement or the omission or alleged omission relates to information supplied by the Company
or by the Morgan Stanley Entities and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission.


 


(d)            The
Company and the Morgan Stanley Entities agree that it would not be just or equitable if contribution pursuant to this Section 12
were determined by pro rata allocation (even if the Morgan Stanley Entities were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations referred to in Section 12(c). The amount paid or
payable by the Morgan Stanley Entities as a result of the losses, claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by the
Morgan Stanley Entities in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 12, no Morgan Stanley Entity shall be required to contribute any amount in excess of the amount by which the total price
at which the Directed Shares distributed to the public were offered to the public exceeds the amount of any damages that such Morgan Stanley
Entity has otherwise been required to pay. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 12 are not exclusive and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.


 


(e)            The
indemnity and contribution provisions contained in this Section 12 shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Morgan Stanley Entity or the Company,
its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Directed Shares.


 






    31


     


    

 


13.            Termination.
The Underwriters may terminate this Agreement by notice given by the Representatives to the Company, if after the execution and delivery
of this Agreement and prior to or on the Closing Date or any Option Closing Date, as the case may be, (i) trading generally shall
have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the NYSE American, the NASDAQ
Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade (ii) trading
of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption
in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial
banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak
or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the Representatives’ judgment,
is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the Representatives’
judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated
in the Time of Sale Prospectus or the Prospectus.


 


14.            Effectiveness;
Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.


 






    32


     


    

 


If, on the Closing Date or an Option Closing Date,
as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase
hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused
to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall
be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule II
bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions
as the Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused
to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant
to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth of such number of Shares without the
written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares
and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm
Shares to be purchased on such date, and arrangements satisfactory to the Representatives, the Company and the Selling Shareholders for
the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on
the part of any non-defaulting Underwriter, the Company or the Selling Shareholders. In any such case either the Representatives or the
relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements
may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and
the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of
Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate
their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than
the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default.
Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter
under this Agreement.


 


If this Agreement shall be terminated by the Underwriters,
or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions
of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement (other than, with respect
to a defaulting Underwriter, by reason of default by such Underwriter), the Sellers will reimburse the Underwriters or such Underwriters
as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements
of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.


 


15.            Entire
Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the
extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company
and the Selling Shareholders, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary
prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares.


 






    33


     


    

 


(b)            The
Company and each Selling Shareholder acknowledge that in connection with the offering of the Shares: (i) the Underwriters have acted
at arm’s length, are not agents of, and owe no fiduciary duties to, the Company, any of the Selling Shareholders or any other person,
(ii) the Underwriters owe the Company and each Selling Shareholders only those duties and obligations set forth in this Agreement,
any contemporaneous written agreements and prior written agreements (to the extent not superseded by this Agreement), if any, (iii) the
Underwriters may have interests that differ from those of the Company and each Selling Shareholder, and (iv) none of the activities
of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation
of any action by the Underwriters with respect to any entity or natural person. The Company and each Selling Shareholder waive to the
full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty
in connection with the offering of the Shares.


 


(c)            Each
Selling Shareholder further acknowledges and agrees that, although the Underwriters may provide certain Selling Shareholders with certain
Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Underwriters
are not making a recommendation to any Selling Shareholder to participate in the offering or sell any Shares at the Purchase Price, and
nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.


 


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


 


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


 


For purposes of this Section a “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 and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.


 






    34


     


    

 


17.            Counterparts.
This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes.


 


18.            Applicable
Law. 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 internal laws of the State of New York.


 


19.            Headings.
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of
this Agreement.


 


20.            Notices.
All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed
or sent to Morgan Stanley at 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal
Department; Piper Sandler & Co. at 800 Nicollet Mall, Minneapolis, Minnesota 55402, Attention: Equity Capital Markets, with a
copy to the General Counsel; SVB Leerink LLC at 1301 Avenue of the Americas, 12th Floor, New York, NY 10019, Attention: Stuart R. Nayman, Esq.;if
to the Company shall be delivered, mailed or sent to 400 Alton Road, Unit TH-103M, Miami Beach, Florida 33139, and if to the Selling Shareholders
shall be delivered, mailed or sent to 400 Alton Road, Unit TH-103M, Miami Beach, Florida 33139 for Dr. Aaron Rollins, 840 First Avenue,
Suite 200, King of Prussia, Pennsylvania 19406 for JCBI II LLC, and 428 Greenwich Street, New York, New York 10013 for VSCP EBS Aggregator,
L.P., Vesey Street Capital Partners Healthcare Fund-A, LP, and EBS Aggregator Blocker Holdings, LLC.


 


[Signature pages to follow]


 






    35


     


    

 


	 	Very truly yours,
	 	 
	 	AirSculpt Technologies, Inc.
	 	 
	 	By:  	/s/ Dr. Aaron Rollins
	 	 	Name:  	Dr. Aaron Rollins
	 	 	Title:	Chief Executive Officer





 


[Signature Page to Underwriting
Agreement]


 






     


     


    

 


	 	VSCP EBS Aggregator, L.P.
	 	 
	 	By: Vesey Street Capital Partners Healthcare GP, L.P., its General Partner
	 	 
	 	By: Vesey Street Capital Partners Healthcare UGP, LLC, its General Partner
	 	 
	 	By:   	/s/ Adam Feinstein
	 	Name:   	Adam Feinstein
	 	Title:	 Managing Member








 


[Signature Page to Underwriting
Agreement]


 






     


     


    

 


	 	Vesey Street Capital Partners Healthcare Fund-A, LP
	 	 
	 	By: Vesey Street Capital Partners healthcare GP, L.P., its General Partner
	 	 
	 	By: Vesey Street Capital Partners Healthcare UGP, LLC, its General Partner
	 	 
	 	By:  	 /s/ Adam Feinstein
	 	Name:  	Adam Feinstein
	 	Title:	Managing Partner





 


[Signature Page to Underwriting
Agreement]


 






     


     


    

 



 


	 	EBS Aggregator Blocker Holdings, LLC
	 	 
	 	By: Vesey Street Capital Partners, L.L.C., its Manager




 


	 	By:	/s/Adam Feinstein
	 	Name:	Adam Feinstein
	 	Title:	Managing Partner


 


[Signature Page to
Underwriting Agreement]


 








     


     


    

 





	 	JCBI II LLC




 


	 	By:	/s/ J. Brian Carden
	 	Name:	J. Brian Carden
	 	Title:	Treasurer; Authorized Signatory


 


[Signature Page to Underwriting Agreement]




 






     


     


    

 


	 	/s/ Dr. Aaron Rollins
	 	Dr. Aaron Rollins


 


[Signature Page to Underwriting Agreement]


 







     


     


    

 


 


	
    Accepted as of the date hereof

     

    Morgan Stanley & Co. LLC

    Piper Sandler & Co.

    SVB Leerink LLC
	 
	 	 
	Acting severally on behalf of themselves and

 the several Underwriters named in

 Schedule II hereto.	 
	 	 
	By:	Morgan Stanley & Co. LLC	 
	 	 	 
	By:	/s/ Akanksha Agarwal	 
	 	Name:	Akanksha Agarwal	 
	 	Title:	Executive Director	 
	 	 	 
	By:	Piper Sandler & Co.	 
	 	 	 
	By:	/s/ Neil Riley	 
	 	Name:	Neil Riley	 
	 	Title:	Managing Director	 
	 	 	 
	By:	SVB Leerink LLC	 
	 	 	 
	By:	/s/ Toby King	 
	 	Name:	Toby King	 
	 	Title:	Sr. Managing Director	 
	 	 	 


 


[Signature Page to Underwriting Agreement]


 







     


     


    

 


SCHEDULE I


 


	Selling Shareholder	 	Number of Firm Shares To Be Sold	 	 	Number of Additional Shares To Be Sold	 
	VSCP EBS Aggregator, L.P.	 	 	2,109,852	 	 	 	-	 
	Vesey Street Capital Partners Healthcare Fund-A, LP	 	 	679,883	 	 	 	-	 
	EBS Aggregator Blocker Holdings, LLC 
(the above three together referred to as “Vesey”)	 	 	1,767,594	 	 	 	-	 
	JCBI II LLC	 	 	268,758	 	 	 	525,000	 
	Dr. Aaron Rollins	 	 	-	 	 	 	525,000	 
	Total:	 	 	4,826,087	 	 	 	1,050,000	 



 




    I-1


     


    

 


 


SCHEDULE II


 


	Underwriter	 	Number of Firm Shares To Be Purchased	 
	Morgan Stanley & Co. LLC	 	 	3,405,405	 
	Piper Sandler & Co.	 	 	1,513,514	 
	SVB Leerink LLC	 	 	1,513,514	 
	Raymond James & Associates, Inc.	 	 	567,567	 
	Total:	 	 	7,000,000	 



 




    II-1


     


    

 


SCHEDULE III


 


Time of Sale Prospectus


 


	1.	Preliminary Prospectus issued October 28, 2021



 


	2.	Free writing prospectuses filed by the Company under Rule 433(d) of the Securities Act: None



 


	3.	Schedule of other information included in the Time of Sale Prospectus:
	 	 
	 	Number of Firm Shares: 7,000,000
	 	 
	 	Number of Additional Shares: 1,050,000
	 	 
	 	Public offering price per Share: $11.00



 




    III-1


     


    

 


SCHEDULE IV


 


Testing-the-Waters Communications


 


	1.	AirSculpt Technologies, Inc. Testing-the-Waters Presentation



 




    IV-1


     


    

 


EXHIBIT A


 


[FORM OF LOCK-UP AGREEMENT]


 


_____________, 2021


 


Morgan Stanley & Co. LLC


Piper Sandler & Co.


SVB Leerink LLC


 


		c/o	Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036



 


		c/o	Piper Sandler & Co.

1251 Avenue of the Americas, Sixth Floor

New York, NY 10020



 


		c/o	SVB Leerink LLC

1301 Avenue of the Americas, 12th Floor

New York, New York 10019



 


Ladies and Gentlemen:


 


The undersigned understands that Morgan Stanley &
Co. LLC (“Morgan Stanley”), Piper Sandler & Co., and SVB Leerink LLC (together, the “Representatives”)
proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AirSculpt Technologies, Inc.,
a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”)
by the several Underwriters, including the Representatives (the “Underwriters”), of 7,000,000 shares (the “Shares”)
of the common stock, par value $0.001 per share of the Company (the “Common Stock”).


 


To induce the Underwriters that may participate
in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the
prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during
the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Restricted Period”)
relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible
into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or
(2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall
not apply to:


 


(a) transactions relating to shares of Common
Stock or other securities acquired in open market transactions after the completion of the Public Offering;


 






    A-1 


     


    

 


(b) transfers of shares of Common Stock or
any security convertible into Common Stock (i) as a bona fide gift, (ii) for bona fide estate planning purposes, either during
the lifetime of the undersigned or on death by will or intestacy to any immediate family member of the undersigned, or any trust for the
direct or indirect benefit of the undersigned or any immediate family member of the undersigned (for the purposes of this agreement, “immediate
family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (iii) to a corporation,
partnership, limited liability company, trust or other entity of which the undersigned and the immediate family of the undersigned are
the legal and beneficial owner of all of the outstanding equity securities or similar interests, or (iv) to a nominee or custodian
of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iii) above;


 


(c) distributions of shares of Common Stock
or any security convertible into Common Stock to limited partners or stockholders of the undersigned;


 


(d) facilitating the establishment of a trading
plan on behalf of a shareholder, officer, or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer
of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the Restricted Period;


 


(e) transfers of Common Stock pursuant to
a bona fide third party tender offer, merger, consolidation or other similar transaction or transactions made to all holders of the Company’s
Common Stock and approved by the board of directors of the Company, the result of which is that any “person” or “group”
(within the meaning of Section 13(d) of the Exchange Act), shall or would become, after giving effect to such transaction or
transactions, the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the total voting
power of the voting securities of the Company);


 


(f) transfers of Common Stock occurring as
a result of the operation of law, or pursuant to an order of a court (including a domestic order, divorce settlement, divorce decree or
separation agreement) or regulatory agency;


 


(g) the repurchase of Common Stock by the
Company or forfeiture of shares of Common Stock by the undersigned pursuant to any equity award agreement or other contractual arrangements
providing for the right of said repurchase or forfeiture in connection with the termination of the undersigned’s employment or service
with the Company;


 






    A-2 


     


    

 


(h) transfers of Common Stock to the Company
[or EBS Parent, LLC ]1as permitted or required under any
equity incentive plan or other equity award or benefit plan described in the registration statement on Form S-1 related to the Public
Offering and the Prospectus;


  


(i) transfers of Common Stock to the Company
pursuant to the exercise, on a “cashless” or “net exercise” basis, of any option to purchase Common Stock granted
by the Company pursuant to stock option or equity incentive plans described in the registration statement on Form S-1 related to
the Public Offering and the Prospectus, only in an amount necessary to satisfy any withholding taxes (including estimated taxes) due as
a result of the exercise of any option to purchase Common Stock or the vesting of any equity awards granted by the Company pursuant to
stock option or equity incentive plans described in the registration statement on Form S-1 related to the Public Offering and the
Prospectus;


 


(j) transfers of Common Stock sold to the
Underwriters by the undersigned pursuant to the Underwriting Agreement, if applicable; or


 


(k) transfers of Common Stock and related
transactions to effect the Reorganization described in the Prospectus;


 


provided further that (A) in the case
of any transfer or distribution pursuant to clauses (b), (c), and (e) above, each donee, transferee, pledgee or distributee shall
sign and deliver a lock-up agreement substantially in the form of this agreement, (B) in the case of any transfer or distribution
pursuant to clauses [(a), (b), (c) and (h)]2 no filing
under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required
or shall be voluntarily made during the Restricted Period, (C) in the case of clauses (h), and (i) above, that any shares of
Common Stock received upon such exercise, vesting, conversion, exchange or settlement shall be subject to all of the restrictions set
forth in this agreement and (D) any filing or announcement by the Company or the undersigned relating to a transfer or distribution
under clauses (d), (e), (f), (g),[ (h),]3 (i) or (k) above
shall note the applicable circumstances that cause such clause to apply and explain that the filing or announcement relates solely to
transfers or distributions falling within the category described in the relevant clause.


 


In addition, the undersigned agrees that, without
the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the Restricted Period, make any demand
for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable
or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s
transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing
restrictions.


 


 






1 For Dan Zelhof only


2 For Dan Zelhof: (a), (b), and (c)


3 For Dan Zelhof only


 






    A-3 


     


    

 


If the undersigned is an officer or director of
the Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Shares
the undersigned may purchase in the offering.


 


If the undersigned is an officer or director of
the Company, (i) Morgan Stanley agrees that, at least three business days before the effective date of any release or waiver of the
foregoing restrictions in connection with a transfer of shares of Common Stock, Morgan Stanley will notify the Company of the impending
release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press
release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver
granted by Morgan Stanley hereunder to any such officer or director shall only be effective two business days after the publication date
of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit
a transfer not for consideration or to an immediate family member as defined in FINRA Rule 5130(i)(5) and (b) the transferee
has agreed in writing to be bound by the same terms described in this agreement to the extent and for the duration that such terms remain
in effect at the time of the transfer.


 


The undersigned understands that the Company and
the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands
that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.


 


The undersigned acknowledges and agrees that the
foregoing precludes the undersigned from engaging in any hedging or other transaction designed or intended, or which could reasonably
be expected to lead to or result in, a sale or disposition of any shares of Common Stock, or any securities convertible into or exercisable
or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on
behalf of someone other than the undersigned.


 


The undersigned acknowledges and agrees that the
Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned
with respect to the Public Offering of the Shares and the undersigned has consulted their own legal, accounting, financial, regulatory
and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may
provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to you in connection with the Public
Offering and the entry into this agreement, the Underwriters are not making a recommendation to you to participate in the Public
Offering, to enter into this agreement or sell any Shares at the price determined in the Public Offering, and nothing set forth in such
disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.


 


This agreement shall be terminated and the undersigned
shall be released from their obligations hereunder upon the earlier of: (i) the date of filing with the SEC of a notice of withdrawal
of the registration statement on Form S-1 related to the Public Offering pursuant to Rule 477 promulgated under the Securities
Act of 1933, as amended, prior to its effectiveness, (ii) the date that the Company or the Representatives informs the other in writing
prior to the execution of the Underwriting Agreement that it does not intend to proceed with the Public Offering, (iii) the date
that the Underwriting Agreement (other than the provisions thereof that survive termination) terminates or is terminated before the closing
of the Public Offering, and (iv) December 31, 2021, in the event that the Underwriting Agreement has not been executed by such
date.


 






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The undersigned hereby consents to receipt of this
agreement in electronic form and understands and agrees that this agreement may be signed electronically. In the event that any signature
is delivered by facsimile transmission, electronic mail, or otherwise by electronic transmission evidencing an intent to sign this agreement,
such facsimile transmission, electronic mail or other electronic transmission shall create a valid and binding obligation of the undersigned
with the same force and effect as if such signature were an original. Execution and delivery of this agreement by facsimile transmission,
electronic mail or other electronic transmission is legal, valid and binding for all purposes.


 


Whether or not the Public Offering actually occurs
depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement,
the terms of which are subject to negotiation between the Company and the Underwriters.


 


This agreement shall be governed by and construed
in accordance with the laws of the State of New York.


 


[Signature pages to follow]


 




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	 	Very truly yours,
	 	 
	 	(Name of Stockholder)
	 	 
	 	(Signature)
	 	 
	 	If not signing in an individual capacity:
	 	 
	 	(Name of Authorized Signatory)
	 	 
	 	(Title of Authorized Signatory)
	 	 


 




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EXHIBIT B


 


FORM OF WAIVER OF LOCK-UP


 


_____________, 20__


 


[Name and Address of

Officer or Director

Requesting Waiver]


 


Dear Mr./Ms. [Name]:


 


This letter is being delivered to you in connection
with the offering by AirSculpt Technologies Inc. (the “Company”) of 7,000,000 shares of common stock, $0.001 par value
(the “Common Stock”), of the Company and the lock-up letter agreement dated ______, 2021 (the “Lock-up Agreement”),
executed by you in connection with such offering, and your request for a [waiver] [release] dated ____, 20__, with respect to ____ shares
of Common Stock (the “Shares”).


 


Morgan Stanley & Co. LLC hereby agrees
to [waive] [release] the transfer restrictions set forth in the Lock-up Agreement, but only with respect to the Shares, effective _____,
20__; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press
release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve
as notice to the Company of the impending [waiver] [release].


 


Except as expressly [waived] [released] hereby,
the Lock-up Agreement shall remain in full force and effect.


 


	Very truly yours,


 


	 	Morgan Stanley & Co. LLC







	 	Acting severally on behalf of themselves and the

      several Underwriters named in Schedule II hereto





 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


cc: Company


 




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EXHIBIT C


 


FORM OF PRESS RELEASE


 


AirSculpt Technologies Inc.


 


[Date]


 


AirSculpt Technologies, Inc. (the “Company”)
announced today that Morgan Stanley & Co. LLC, the lead book-running manager in the Company’s recent public sale of 7,000,000
shares of its common stock is [waiving][releasing] a lock-up restriction with respect to ____ shares of the Company’s common stock
held by [certain officers or directors] [an officer or director] of the Company. The [waiver][release] will take effect on ____, 20__
, and the shares may be sold on or after such date.


 


This press release is not an offer for sale of the securities in
the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United
States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.


 






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