Form 8-K

8-K — Oklo Inc.

Accession: 0001104659-26-060385

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001849056

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2614461d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2614461d1_ex1-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2614461d1_ex5-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2614461d1_8k.htm · Sequence: 1

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0001849056

2026-05-13

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 13, 2026

Oklo

Inc.

(Exact Name of Registrant as Specified in

Charter)

Delaware

001-40583

86-2292473

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3190 Coronado Dr.

Santa Clara, CA

95054

(Address of Principal Executive Offices)

(Zip Code)

(650)

550-0127

(Registrant’s telephone

number, including area code)

N/A

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Class

A Common Stock, par value $0.0001 per share

OKLO

New

York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item

1.01. Entry into a Material Definitive Agreement.

May 13, 2026, Oklo Inc. (the “Company”) entered into an equity distribution agreement (the “Sales Agreement”)

with Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley &

Co. LLC, Barclays Capital Inc., Cantor Fitzgerald & Co., Guggenheim Securities, LLC, Canaccord Genuity LLC and William Blair &

Company, L.L.C. under which the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s Class

A common stock, par value $0.0001 per share (the “Common Stock”), with aggregate gross sales proceeds of up to $1,000,000,000

through an “at the market” equity offering program under which Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup

Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., Cantor Fitzgerald & Co., Guggenheim

Securities, LLC, Canaccord Genuity LLC and William Blair & Company, L.L.C. will act as the agents (each, a “Sales Agent”

and collectively, the “Sales Agents”).

Sales,

if any, of Common Stock under the Sales Agreement may be made in ordinary brokers’ transactions, to or through a market maker, on

or through the New York Stock Exchange or any other market venue where the securities may be traded, in the over-the-counter market, in

privately negotiated transactions, in block trades, in transactions that are deemed to be “at the market offerings” as defined

in Rule 415(a)(4) under the Securities Act of 1933, as amended, or through a combination of any such methods of sale. The Sales Agents may also sell Common

Stock by any other method permitted by law.

The

securities may be sold at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated

prices. The Company will designate the maximum amount of Common Stock to be sold through the Sales Agents on a daily basis or otherwise

as the Company and the Sales Agents agree and the minimum price per share at which such Common Stock may be sold. Subject to the terms

and conditions of the Sales Agreement, the Sales Agents will use their reasonable efforts consistent with their normal sales and trading

practices to sell on the Company’s behalf all of the designated shares of Common Stock. The Company may instruct the Sales Agents

not to sell any Common Stock if the sales cannot be effected at or above the price designated by the Company in any such instruction.

The Company or any of the Sales Agents may suspend the offering of Common Stock by notifying the other party.

The

Sales Agreement provides that the Company will pay the Sales Agents a commission of up to 1.5% of the gross sales price per share of Common

Stock sold through such Sales Agents under the Sales Agreement, and the Company will reimburse the Sales Agents for certain expenses incurred

in connection with their services under the Sales Agreement. The offering of Common Stock pursuant to the Sales Agreement will terminate

upon the termination of the Sales Agreement by the Company or by the Sales Agents, as provided therein.

The

Sales Agreement contains representations and warranties and covenants that are customary for transactions of this type. In addition, the

Company has agreed to indemnify the Sales Agents against certain liabilities on customary terms, subject to limitations on such arrangements

imposed by applicable law and regulation. In the ordinary course of its business, the Sales Agents and their affiliates have engaged in,

and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company

and its affiliates. The Sales Agents have received, or may in the future receive, customary fees and commissions for these transactions.

The

shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-291157) as subsequently amended

by that Amendment No. 1 to Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on

December 4, 2025 (the “Shelf Registration Statement”). The Company intends to file a prospectus supplement, dated May 13,

2026, with the SEC in connection with the offer and sale of the shares pursuant to the Sales Agreement.

The

foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full

text of the Sales Agreement. A copy of the Sales Agreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated

herein by reference.

copy of the legal opinion of Orrick, Herrington & Sutcliffe LLP, relating to the validity of the shares of Common Stock that may be

sold pursuant to the Sales Agreement, is filed with this Current Report on Form 8-K as Exhibit 5.1.

This

Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein,

nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such state.

Item

1.02. Termination of a Material Definitive Agreement.

May 13, 2026, the Company delivered written notice of its intention to terminate the Equity Distribution Agreement, dated as of December

4, 2025 (the “Prior Sales Agreement”), by and among the Company and each of Goldman Sachs & Co. LLC, BofA Securities,

Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Barclays Capital Inc., TD Securities (USA) LLC, Guggenheim Securities,

LLC, B. Riley Securities, Inc. and William Blair & Company, L.L.C. (collectively, the “Prior Sales Agents”).

The

termination of the Prior Sales Agreement was effective as of the close of business on May 13, 2026. As previously reported, pursuant

to the terms of the Prior Sales Agreement and the related prospectus supplement filed with the SEC on December 4, 2025, the Company could

offer and sell shares of its Common Stock having an aggregate offering price of up to $1,500,000,000, from time to time through the Prior

Sales Agents. The Company is not subject to any termination penalties related to the termination of the Prior Sales Agreement. The Company

sold 15,774,224 shares of its Common Stock for gross proceeds of approximately $1,499,867,429 pursuant to the Prior Sales Agreement through

the termination date of such Prior Sales Agreement. The Company will not make any further sales of shares of its Common Stock under the

Prior Sales Agreement and the related prospectus supplement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are included in this report:

No.

Description

1.1

Equity

Distribution Agreement, dated as of May 13, 2026, by and among the Company and Goldman Sachs & Co. LLC, BofA Securities,

Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., Cantor Fitzgerald

& Co., Guggenheim Securities, LLC, Canaccord Genuity LLC and William Blair & Company, L.L.C.

5.1

Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1

Consent of Orrick, Herrington & Sutcliffe LLP (included

in Exhibit 5.1).

104

Cover Page Interactive Data File (formatted in iXBRL)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Oklo Inc.

Dated: May 13, 2026

/s/ R. Craig Bealmear

R. Craig Bealmear

Chief Financial Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2614461d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

Execution Version

OKLO

INC.

Class A Common

Stock ($0.0001 par value)

Having an Aggregate

Offering Price of up to $1,000,000,000

Equity Distribution

Agreement

May 13, 2026

Goldman Sachs &

Co. LLC

200 West Street

New York, New York

10282

BofA Securities, Inc.

One Bryant Park

New York, New York

10036

Citigroup Global

Markets Inc.

388 Greenwich Street

New York, New York

10013

J.P. Morgan Securities

LLC

270 Park Avenue

New York, New York

10017

Morgan Stanley &

Co. LLC

1585 Broadway

New York, New York

10036

Barclays Capital

Inc.

745 Seventh Avenue

New York, New York

10019

Cantor Fitzgerald &

Co.

110 East 59th Street

New York, NY 10022

Guggenheim Securities,

LLC

330 Madison Avenue

New York, New York

10017

Canaccord Genuity

LLC

One Post Office

Square

Boston, Massachusetts

02109

William Blair &

Company, L.L.C.

150 North Riverside

Plaza

Chicago, Illinois

60606

Ladies and Gentlemen:

Oklo

Inc., a Delaware corporation (the “Company”) confirms its agreement (this “Agreement”) with Goldman

Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley &

Co. LLC, Barclays Capital Inc., Cantor Fitzgerald & Co., Guggenheim Securities, LLC, Canaccord Genuity LLC and William Blair &

Company, L.L.C. (each, a “Manager” and, collectively, the “Managers”) as follows:

1.             Description

of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents and/or principals, shares of the Company’s

Class A Common Stock, $0.0001 par value (the “Common Stock”) having an aggregate offering price of up to $1,000,000,000

(the “Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of

this Agreement. The Company hereby appoints the Managers as exclusive agents of the Company for the purpose of making offers and sales

of the Shares. The Company agrees that whenever it determines to sell the Shares directly to a Manager as principal, it will enter into

a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale

in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof.

2.             Representations

and Warranties. The Company represents and warrants to, and agrees with, the Managers at the Execution Time and on each such time

the following representations and warranties are repeated or deemed to be made pursuant to this Agreement, as set forth below.

(a)           Form S-3.

The Company meets the requirements for use of Form S-3 under the Act and has filed with the Commission a shelf registration

statement on Form S-3 (File No. 333-291157), including a related Base Prospectus, for registration under the Act of the offering

and sale of the Shares and other securities of the Company. Such Registration Statement, including any amendments thereto filed prior

to any such time this representation is repeated or deemed to be made, became effective on December 4, 2025 and no stop order suspending

the effectiveness of the Registration Statement has been issued under the Act and no proceedings for that purpose have been instituted

or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of

the Commission for additional or supplemental information has been complied with. The Company shall file with the Commission the Prospectus

Supplement relating to the Shares in accordance with Rule 424(b) promptly after the Execution Time (but in any event in the

time period prescribed thereby). The Prospectus will contain all information required by the Act and the rules thereunder, and,

except to the extent the Managers shall agree in writing to a modification, shall be in all substantive respects in the form furnished

to the Managers prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration

Statement, at the Execution Time, each such time this representation is repeated or deemed to be made, and at all times during which

a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule)

in connection with any offer or sale of Shares, meets the requirements set forth in Rule 415(a)(1)(x). Any reference herein to the

Registration Statement, the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus shall be

deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed

under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, the Prospectus

Supplement, any Interim Prospectus Supplement or the Prospectus, as the case may be; and any reference herein to the terms “amend,”

“amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement,

any Interim Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange

Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, the Prospectus Supplement, any Interim

Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorporated therein by reference. Notwithstanding the foregoing,

the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or

any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with

information furnished to the Company in writing by the Managers relating to the Managers expressly for use therein. The Company may file

one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus

supplement, if applicable, with respect to the Shares; provided, however, that Managers are provided with a reasonable opportunity to

review any such registration statement or prospectus.

(b)           Successor

Registration Statement. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated

by this Agreement, the Company shall file a new registration statement with respect to any additional Common Stock necessary to complete

such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness

of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed

to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3,

and all references to “Base Prospectus” included in this Agreement shall be deemed to include the final form of prospectus,

including all documents incorporated therein by reference, included in any such registration statement at the time such registration

statement became effective.

Material Misstatements or Omissions in the Registration Statement. On each Effective Date, at each deemed effective date with respect

to the Managers pursuant to Rule 430B(f)(2) under the Act, at each Applicable Time, at each Settlement Date, at each Time of

Delivery and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance

with Rule 172 or any similar rule) in connection with any offer or sale of Shares, the Registration Statement complied and will

comply in all material respects with the applicable requirements of the Act and the rules thereunder and did not and will not contain

any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make

the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b), at each Applicable Time, on each Settlement

Date, at each Time of Delivery and at all times during which a prospectus is required by the Act to be delivered (whether physically

or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Shares, the Prospectus (together

with any supplement thereto) complied and will comply in all material respects with the applicable requirements of the Act and the rules thereunder

and did not and will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make

the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however,

that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement

or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company

by the Managers specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto).

(d)           Disclosure

Package. At each Applicable Time, at each Settlement Date and each Time of Delivery, the Disclosure Package does not contain any

untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions

from the Disclosure Package based upon and in conformity with written information furnished to the Company by the Managers specifically

for use therein.

(e)           Incorporated

Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus

(i) at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the

requirements of the Exchange Act and the rules and regulations of the Commission thereunder and (ii) when read together with

the other information in the Prospectus and the Disclosure Package at any Applicable Time and when read together with the other information

in the Prospectus at the date of the Prospectus and at any Settlement Date or Time of Delivery, will not include an untrue statement

of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading.

(f)            Notice

of Other Sales. Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares

by means of any “prospectus” (within the meaning of the Act) or used any “prospectus” (within the meaning of

the Act) in connection with the offer or sale of the Shares, and from and after the execution of this Agreement, the Company will not,

directly or indirectly, offer or sell any Shares by means of any “prospectus” (within the meaning of the Act) or use any

“prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, other than the Prospectus,

as amended or supplemented from time to time in accordance with the provisions of this Agreement; the Company has not, directly or indirectly,

prepared, used or referred to any Issuer Free Writing Prospectus.

(g)           No

Stop Orders. The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or

8(e) of the Act, and the Company is not the subject of a pending proceeding under Section 8A of the Act in connection with

the offering of the Shares.

(h)           Regulation

M. The Common Stock constitutes an “actively-traded security” exempted from the requirements of Rule 101 of Regulation

M under the Exchange Act by subsection (c)(1) of such rule.

(i)            Sales

Agency Agreements. The Company has not entered into any other sales agency agreements or other similar arrangements with any agent

or any other representative in respect of any at the market offering (within the meaning of Rule 415(a)(4) under the Act) of

the Shares.

(j)            Offering

Materials. The Company has not distributed and will not distribute, prior to the termination of this Agreement, any offering material

in connection with the offering and sale of the Shares other than the Prospectus and any Issuer Free Writing Prospectus reviewed and

consented to by the Managers and identified in Schedule I hereto.

(k)           No

Material Adverse Change in Business. None of the Company or any of its subsidiaries has, since the date of the latest audited financial

statements included or incorporated by reference in the Disclosure Package, (i) sustained any material loss or interference with

its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or

governmental action, order or decree or (ii) entered into any transaction or agreement (whether or not in the ordinary course of

business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent,

that is material to the Company and its subsidiaries taken as a whole, in each case otherwise than as set forth or contemplated in the

Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there

has not been (x) any change in the capital stock (other than as a result of (i) the exercise, if any, of stock options or the

award, if any, of stock options or restricted stock in the ordinary course of business pursuant to the Company’s equity plans that

are described in the Prospectus and the Prospectus or (ii) the issuance, if any, of stock upon conversion of Company securities

as described in the Prospectus and the Prospectus) or long-term or short-term debt of the Company or any of its subsidiaries or (y) any

Material Adverse Effect (as defined below); as used in this Agreement, “Material Adverse Effect” shall mean any material

adverse change or effect, or any development involving a prospective material adverse change or effect, in or affecting (i) the

business, properties, general affairs, management, financial position, stockholders' equity or results of operations of the Company and

its subsidiaries, taken as a whole, except as set forth or contemplated in the Prospectus, or (ii) the ability of the Company to

perform its obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated

in the Prospectus.

(l)            Title

to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable

title to all personal property owned by them that, in each case, is material to the business of the Company and its subsidiaries, taken

as a whole, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such

property and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries;

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 are not material and do not materially interfere with the use made and proposed to be made

of such property and buildings by the Company and its subsidiaries.

(m)           Good

Standing. Each of the Company and each of its subsidiaries has been (i) duly organized and is validly existing and in good standing

under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own its properties and conduct

its business as described in the Prospectus, and (ii) duly qualified as a foreign corporation for the transaction of business and

is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to

require such qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing would not,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below), and each “significant

subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Act), if any, of the Company has

been listed in Exhibit 21.1 to the Registration Statement.

(n)           Capitalization.

The Company has an authorized capitalization as set forth in the Registration Statement, the Disclosure Package and the Prospectus and

all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable

and conform in all material respects to the description thereof contained in the Registration Statement, the Disclosure Package and the

Prospectus; and, all of the issued and outstanding capital stock of, or other equity interests in, each subsidiary has been duly authorized

and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through other subsidiaries of the Company,

free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

(o)           Due

Authorization of the Shares. The unissued Shares to be issued and sold by the Company to the Managers hereunder have been duly

and validly authorized and, when the Shares are issued and delivered against payment therefor as provided herein, such Shares will be

duly and validly issued and fully paid and non-assessable and will conform to the description of the Common Stock contained in the Registration

Statement, the Disclosure Package and the Prospectus.

(p)           No

Preemptive or Registration Rights. Except as described in the Registration Statement, the Disclosure Package and the Prospectus,

there are no (i) preemptive rights or other rights to subscribe for or to purchase or any restriction upon the voting or transfer

of, any equity securities of the Company or any of its subsidiaries or (ii) outstanding options or warrants to purchase any securities

of the Company or any of its subsidiaries. Neither the filing of the Registration Statement nor the offering or sale of the Shares as

contemplated by this Agreement gives rise to any rights for or relating to the registration of any securities of the Company, except

such rights as have been waived or satisfied.

(q)           No

Conflict or Violation. (i) The issue and sale of the Shares and the compliance by the Company with this Agreement will

not and (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein

and in the Registration Statement, the Disclosure Package and the Prospectus (including the issuance and sale of the Shares, the use

of the proceeds from the sale of the Shares as described therein under the caption “Use of Proceeds”) do not and will not,

whether with or without the giving of notice or passage of time or both, (A) conflict with or result in a breach or violation of

any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement

or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound

or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) result in any violation of the

provisions of the articles of incorporation or by-laws (or similar organizational documents) of the Company or any of its subsidiaries,

or (C) result in the violation of any statute or any order, rule or regulation of any court or governmental agency or body

having jurisdiction over the Company, any of its subsidiaries or any of their respective properties, except, with respect to clauses

(A) and (C), such defaults, breaches or violations that would not reasonably be expected to have a Material Adverse Effect; and

no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body having

jurisdiction over the Company, any of its subsidiaries or any of their respective properties is required for the issue and sale of the

Shares or the consummation by the Company of the transactions contemplated by this Agreement, except the registration under the Act of

the Shares, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the terms and arrangements herein

and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws

in connection with the purchase and distribution of the Shares by the Managers.

(r)            Absence

of Violations, Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (i) in violation of its certificate

of incorporation or by-laws (or other applicable organizational document), (ii) in violation of any statute or any judgment, order,

rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or

any of their properties, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition

contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or

by which it or any of its properties may be bound, except, in the case of the foregoing clauses (ii) and (iii), for such violations

or defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect

(s)           Due

Authorization. The execution and delivery of, and the performance by the Company of its obligations under, this Agreement (including

but not limited to the issuance and sale of the Shares and the use of proceeds from the sale of the Shares as described in the Registration

Statement, the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) have been duly and validly authorized

by all necessary corporate action on the part of the Company and this Agreement has been duly executed and delivered by the Company.

(t)            Summaries

of Law and Documents. The statements set forth in the Registration Statement, the Disclosure Package and the Prospectus under

the captions “Description of Capital Stock” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders”

insofar as such statements purport to constitute summaries of the terms of the statutes, rules or regulations, legal or governmental

proceedings, agreements or documents referred to therein, are accurate summaries of the terms of such statutes, rules or regulations,

legal or governmental proceedings, agreements or documents, in all material respects. All agreements expressly referenced in the Registration

Statement, the Disclosure Package and the Prospectus between the Company or any of its subsidiaries, on the one hand, and any other party,

on the other hand, are legal, valid and binding obligations of the Company or the relevant subsidiary and such other party, enforceable

against the Company or the relevant subsidiary and such other party in accordance with their respective terms, subject to bankruptcy,

insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general equitable principles

and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. Except

as described in the Registration Statement, the Disclosure Package and the Prospectus, none of the Company or any of its subsidiaries

has sent or received any notice indicating the termination of or intention to terminate any of the contracts or agreements referred to,

described in or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or filed as an exhibit

Registration Statement.

(u)           NYSE

Listing. The Company’s Common Stock has been registered pursuant to Section 12(b) of the Exchange Act, 19,646,366

shares of Common Stock have been listed, and the Shares have been approved for listing, subject to official notice of issuance, on the

New York Stock Exchange (“NYSE”), and the Company has taken no action designed to, or likely to have the effect of,

terminating the registration of the Common Stock under the Exchange Act or the listing of the Common Stock (including the Shares) on

NYSE nor has the Company received any notification that the Commission or NYSE is contemplating terminating such registration or listing.

(v)           Absence

of Proceedings. Other than as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are

no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Proceedings”)

pending to which the Company or any of its subsidiaries or, to the Company's knowledge, any officer or director of the Company, is a

party or of which any property of the Company or any of its subsidiaries or, to the Company's knowledge, any officer or director of the

Company, is the subject which, if determined adversely to the Company or any of its subsidiaries (or such officer or director), would,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, to the Company's knowledge, no such

proceedings are threatened or contemplated by governmental authorities or others; there are no current or pending Proceedings that are

required under the Act to be described in the Registration Statement or the Prospectus that are not so described therein; and there are

no statutes, regulations or contracts or other documents that are required under the Act to be filed as exhibits to the Registration

Statement or described in the Registration Statement, the Prospectus that are not so filed as exhibits to the Registration Statement

or described in the Registration Statement and the Prospectus.

(w)           Investment

Company Act. The Company is not and, upon the issuance and sale of the Shares and the application of the proceeds thereof as described

in the Registration Statement, the Disclosure Package and the Prospectus under the caption “Use of Proceeds,” will not be,

an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended.

(x)           Ineligible

Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter

that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of

the Shares, and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined under Rule 405

under the Act other than pursuant to subsection (1)(ii)(A) of such definition by reason of the Company having been a blank check

company during the past three years. The Company has not prepared, used or referred to, and will not, without the Managers’ prior

consent, prepare, use or refer to, any free writing prospectus.

(y)           Independent

Accountants. The accountants who certified the financial statements and supporting schedules included in the Registration Statement,

the Disclosure Package and the Prospectus are independent public accountants as required by the Act, the Exchange Act and the Public

Company Accounting Oversight Board.

(z)           Compliance

with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors

or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act, including Section 402 related

to loans and Sections 302 and 906 related to certifications.

(aa)         Accounting

Controls. The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under

the Exchange Act) that (i) complies with the requirements of the Exchange Act, (ii) has been designed by the Company’s

principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted

accounting principles and (iii) is sufficient to provide reasonable assurance that (A) transactions are executed in accordance

with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial

statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (C) access to

assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability

for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

and the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses

in its internal control over financial reporting (it being understood that this subsection shall not require the Company to comply with

Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith

(the “Sarbanes-Oxley Act”), and the rules and regulations promulgated thereunder as of an earlier date than it would

otherwise be required to so comply under applicable law). Since the date of the latest audited financial statements included or incorporated

by reference in the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially

affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(bb)         Disclosure

Controls. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the

Exchange Act) that comply with the requirements of the Exchange Act applicable to the Company; such disclosure controls and procedures

have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s

principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures

are effective.

(cc)          Foreign

Corrupt Practices Act. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company

or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf

of the Company or any of its subsidiaries has (i) made, offered, promised or authorized any unlawful contribution, gift, entertainment

or other unlawful expense (or taken any act in furtherance thereof); (ii) made, offered, promised or authorized any direct or indirect

unlawful payment; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended,

or the rules and regulations thereunder, the Bribery Act 2010 of the United Kingdom or any other applicable anti-corruption, anti-bribery

or related law, statute or regulation (collectively, “Anti-Corruption Laws”); the Company and its subsidiaries have

conducted their businesses in compliance with 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; 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 Anti-Corruption Laws.

(dd)         Anti-Money

Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance

with the requirements of applicable anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended

by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the applicable anti-money laundering laws

of the various jurisdictions in which the Company and its subsidiaries conduct business, the rules and regulations thereunder and

any related or similar rules, regulation or guidelines issued, administered or enforced by any governmental agency (collectively, the

“Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority

or body or any arbitrator involving 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.

(ee)          OFAC.

Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor,

to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its

subsidiaries is a person that is, or is owned or controlled by one or more persons that are, (i) currently the subject or the target

of any applicable sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets

Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation,

the designation as a “specially designated national” or “blocked person,” the European Union, His Majesty’s

Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”),

(ii) located, organized, or resident in a country or territory that is the subject or target of Sanctions (a “Sanctioned

Jurisdiction”), and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or

lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to

fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding,

is the subject or the target of Sanctions or (ii) in any other manner that will result in a violation by any person (including any

person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; since April 24, 2019,

neither the Company nor any of its subsidiaries is engaged in, or has engaged in, any dealings or transactions with or involving any

individual or entity that was or is, as applicable, at the time of such dealing or transaction, the subject or target of Sanctions or

with any Sanctioned Jurisdiction; the Company and its subsidiaries have instituted, and maintain, policies and procedures designed to

promote and achieve continued compliance with Sanctions.

(ff)           Financial

Statements; Non-GAAP Financial Measures. The financial statements, together with related notes and schedules, included in the Registration

Statement, the Disclosure Package and the Prospectus, present fairly the financial position of the Company and its subsidiaries at the

dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its subsidiaries for the

periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”)

applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP

the information required to be stated therein. The selected financial data and the summary financial information included in the Registration

Statement, the Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent

with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements

or supporting schedules are required to be included in the Registration Statement, the Disclosure Package or the Prospectus under the

Act or the rules and regulations promulgated thereunder. All disclosures contained in the Registration Statement, the Disclosure

Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations

of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to

the extent applicable.

(gg)         Possession

of Intellectual Property. The Company and each of its subsidiaries (i) own or otherwise possess adequate rights to use all material

patents, patent applications, trademarks, service marks, trade names, domain names, copyrights and registrations and applications thereof,

licenses, know-how, software, systems and technology (including trade secrets and other unpatented and/or unpatentable proprietary or

confidential information, systems or procedures and other intellectual property) necessary for the conduct of their respective businesses,

(ii) do not, through the conduct of their respective businesses, infringe, violate or conflict with any such right of others, which

infringement, violation or other conflict, individually or in the aggregate, would reasonably be expected to have a Material Adverse

Effect, and (iii) have not received any written notice of any material claim of infringement, violation or conflict with, any such

rights of others.

(hh)         IT

Systems. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware,

software, websites, applications, and databases (collectively, “IT Systems”) are adequate in all material respects

for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and

its subsidiaries as currently conducted, and to the Company’s knowledge, are free and clear of all material bugs, errors, defects,

Trojan horses, time bombs, malware and other corruptants.

(ii)           Cybersecurity;

Data Protection. Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect,

the Company and its subsidiaries have implemented and maintained commercially reasonable technical controls, policies, procedures, and

safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy

and security of all IT Systems and data (including all “personal data,” and “personally identifiable information,”

as defined under applicable privacy laws (“Personal Data”)) maintained or processed by the Company and its subsidiaries,

and there have been no material breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that

have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review

or investigations relating to the same; the Company and its subsidiaries are presently in compliance in all material respects with all

applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory

authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to

the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

(jj)           Environmental

Laws. Except as described in the Registration Statement, the Disclosure Package and the Prospectus or would not, singly or

in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any

federal, state, local or foreign statute, law, rule, regulation, ordinance, code or rule of common law or any binding judicial or

administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution

or protection of worker health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface

or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release

of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing

materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment,

storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the

Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are

each in compliance with the requirements thereunder, (C) there are no pending, or to the knowledge of the Company, threatened administrative,

regulatory or judicial actions, suits, claims, liens, notices of noncompliance or violation, investigations or proceedings relating to

any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events

or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding

by any private party or Governmental Entity, against the Company or any of its subsidiaries relating to the release or threatened release

of Hazardous Materials or any violation of Environmental Laws.

(kk)         Forward-looking

Statement. No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act)

included or incorporated by reference in any of the Registration Statement, the Disclosure Package or the Prospectus has been made or

reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(ll)           Statistical

and Market-Related Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical

and market-related data included in the Registration Statement, the Disclosure Package and the Prospectus is not based on or derived

from sources that are reliable and accurate in all material respects.

(mm)       Stabilization.

Neither the Company nor any of its affiliates has taken or will take, directly or indirectly, any action designed to or that could reasonably

be expected to cause or result in the stabilization or manipulation of the price of any security of the Company or any of its subsidiaries

in connection with the offering of the Shares.

(nn)         Permits.

The Company and each of its subsidiaries have such permits, licenses, approvals, consents, franchises, certificates of need and other

approvals or authorizations of governmental or regulatory authorities (“Permits”) as are necessary under applicable

law to own their respective properties and conduct their respective businesses in the manner described in the Registration Statement,

the Disclosure Package and the Prospectus, except for any of the foregoing that would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received notice of any proceedings

related to the revocation or modification of any such Permits that, individually or in the aggregate, if the subject of an unfavorable

decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect.

(oo)         Insurance.

The Company and its subsidiaries, taken as a whole, are insured against such losses and risks and in such amounts as are, in the Company’s

reasonable judgement, prudent and customary in the businesses in which they are engaged and as required by law.

(pp)         Payment

of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been

filed, subject to permitted extensions, except insofar as the failure to file such returns would not result in a Material Adverse Effect,

and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which

appeals have been or will be promptly taken and as to which adequate reserves have been provided, and except insofar as the failure to

pay such taxes would not result in a Material Adverse Effect. The Company and its subsidiaries have filed all other tax returns that

are required to have been filed by them, subject to permitted extensions, pursuant to applicable foreign, state, local or other law except

insofar as the failure to file such returns would not result in a Material Adverse Effect, and has paid all taxes due pursuant to such

returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested

in good faith and as to which adequate reserves have been established by the Company, and except insofar as the failure to pay such taxes

would not result in a Material Adverse Effect. The charges, accruals and reserves on the books of the Company in respect of any income

and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional

income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

(qq)         Outbound

Investment Rules. Neither the Company nor any of its subsidiaries is a “covered foreign person,” as that term is used

in the Outbound Investment Rules. Neither the Company nor any of its subsidiaries currently engages, or has any present intention

to engage in the future, directly or indirectly, in (i) a “covered activity” or a “covered transaction”,

as each such term is defined in the Outbound Investment Rules, (ii) any activity or transaction that would constitute a “covered

activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, or (iii) any

other activity that would cause the Managers to be in violation of the Outbound Investment Rules or cause the Managers to

be legally prohibited by the Outbound Investment Rules from performing under this Agreement. “Outbound Investment Rules”

means the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department

under U.S. Executive Order 14105 or any similar law or regulation; as of the date of this Agreement, the Outbound Investment Rules are

codified at 31 C.F.R. § 850.101 et seq. “U.S. Person” means any United States citizen, lawful permanent resident, entity

organized under the laws of the United States or any jurisdiction within the United States, including any foreign branch of any such

entity, or any person in the United States.

(rr)           No

Rated Securities. 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 Exchange Act.

Any

certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Managers or to counsel for the Managers

in connection with this Agreement or any Terms Agreement shall be deemed a representation and warranty by the Company or such subsidiary

of the Company, as applicable, to each Manager as to the matters set forth therein.

The

Company acknowledges that the Managers and, for purposes of the opinions to be delivered pursuant to Section 4 hereof, counsel for

the Company and counsel for the Managers, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents

to such reliance.

3.             Sale

and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms

and conditions herein set forth, the Company and the Managers agree that the Company may from time to time seek to sell Shares through

a Designated Manager, acting as sales agent, or directly to any of the Managers acting as principal, as follows:

(a)           The

Company may submit to a Designated Manager its orders (including any price, time or size limits or other customary parameters or conditions)

to sell Shares on any Trading Day (as defined herein) in a form and manner as mutually agreed to by the Company and such Designated Manager.

As used herein, “Trading Day” shall mean any trading day on the NYSE.

(b)           Subject

to the terms and conditions hereof, each Manager, at any time it is a Designated Manager, shall use its reasonable efforts to execute

any Company order submitted to it hereunder to sell Shares and with respect to which such Designated Manager has agreed to act as sales

agent. The Company acknowledges and agrees that (i) there can be no assurance that a Designated Manager will be successful in selling

the Shares, (ii) a Designated Manager will incur no liability or obligation to the Company or any other person or entity if it does

not sell Shares for any reason other than a failure by a Designated Manager to use its reasonable efforts consistent with its normal

trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement and (iii) no

Manager shall be under any obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically

agreed by Manager and the Company. The Designated Manager may make sales pursuant to each order by any method permitted by law, including

without limitation (i) by means of ordinary brokers’ transactions (whether or not solicited), (ii) to or through a market

maker, (iii) directly on or through any national securities exchange or facility thereof, a trading facility of a national securities

association, an alternative trading system, or any other market venue, (iv) in the over-the-counter market, (v) in privately

negotiated transactions, or (vi) through a combination of any such methods.

Company shall not authorize the issuance and sale of, and a Designated Manager shall not sell as sales agent, any Share at a price lower

than the minimum price therefor designated from time to time by the Company and notified to a Designated Manager in writing. In addition,

the Company or a Designated Manager may upon notice to the other party hereto by telephone (confirmed promptly by email or facsimile),

suspend an offering of the Shares with respect to which that Designated Manager is acting as sales agent; provided, however,

that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold

hereunder prior to the giving of such notice.

(d)           The

compensation to a Designated Manager for sales of the Shares with respect to which such Designated Manager acts as sales agent hereunder

shall be up to 1.5% of the gross offering proceeds of the Shares sold pursuant to this Agreement as mutually agreed to in writing by

such Designated Manager and the Company. The foregoing rate of compensation shall not apply when a Manager, acting as principal, purchases

Shares from the Company pursuant to a Terms Agreement. Any compensation or commission due and payable to any Managers hereunder with

respect to any sale of Shares shall be paid by the Company to such Managers concurrently with the settlement for sales of the Shares

by deduction from the proceeds from sales of the Shares payable to the Company. The remaining proceeds, after further deduction for any

transaction fees imposed by any governmental or self-regulatory organization in respect of such sales shall constitute the net proceeds

to the Company for such Shares (the “Net Proceeds”).

(e)           Settlement

for sales of the Shares pursuant to this Agreement will occur on the first Trading Day following the date on which such sales are made

(each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through a Designated Manager for settlement

on such date shall be issued and delivered by the Company to such Designated Manager against payment of the Net Proceeds from the sale

of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares, in definitive form, by the Company or

its transfer agent to such Designated Manager’s or its designee’s account (provided such Designated Manager shall

have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit

and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto, in return

for payments in same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable)

shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (i) hold each applicable Designated

Manager harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out

of or in connection with such default by the Company and (ii) pay each such Designated Manager any commission, discount or other

compensation to which it would otherwise be entitled absent such default.

(f)            If

acting as sales agent hereunder, the Designated Manager shall provide written confirmation (which may be by facsimile or email) to the

Company following the close of trading on the NYSE each day in which the Shares are sold under this Agreement setting forth (i) the

amount of the Shares sold on such day and the gross offering proceeds received from such sale and (ii) the commission payable by

the Company to such Designated Manager with respect to such sales.

(g)           At

each Applicable Time, Settlement Date, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(q)),

the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and

warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of

such date. Any obligation of a Designated Manager to use its reasonable efforts to sell the Shares on behalf of the Company as sales

agent shall be subject to the continuing accuracy of the representations and warranties of the Company herein (and the completion of

any diligence to verify such accuracy by such Designated Manager), to the performance by the Company of its obligations hereunder and

to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement.

(h)           Subject

to such further limitations on offers and sales of Shares or delivery of instructions to offer and sell Shares as are set forth herein

and as may be mutually agreed upon by the Company and a Designated Manager, the Company shall not request the sale of any Shares that

would be sold, and no Designated Manager shall be obligated to sell, (i) during any period in which the Company’s insider

trading policy, as it exists on the date of this Agreement, would prohibit the purchase or sale of any Shares by any of its officers

or directors, (ii) any time during the period commencing on the tenth business day prior to the time Company shall issue a press

release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings

Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”)

a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and

for the same period or periods, as the case may be, covered by such Earnings Announcement, or (iii) during any other period in which

the Company is, or could be deemed to be, in possession of material non-public information.

(i)            If

the Company wishes to issue and sell the Shares pursuant to this Agreement directly to any of the Managers acting as principal (each,

a “Placement”), it will notify the Manager or Managers of the proposed terms of such Placement. If such Manager or

Managers, acting as principal, wishes to accept such proposed terms (which a Manager may decline to do for any reason in its sole discretion)

or, wishes to accept amended terms proposed by the Company after further discussion (which a Manager may decline to do for any reason

in its sole discretion), such Manager or Managers and the Company will enter into a Terms Agreement setting forth the terms of such Placement.

The terms set forth in a Terms Agreement will not be binding on the Company or such Manager or Managers unless and until the Company

and such Manager or Managers have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event

of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control.

(j)            Each

Placement shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for

the sale of such Shares to, and the purchase thereof by, such Manager. A Terms Agreement may also specify certain provisions relating

to the reoffering of such Shares by a Manager. The commitment of a Manager to purchase the Shares pursuant to any Terms Agreement shall

be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to

the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by a Manager pursuant

thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting

together with such Manager in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as

a “Time of Delivery”) and place of delivery of and payment for such Shares.

(k)           Under

no circumstances shall the number and aggregate amount of the Shares sold pursuant to this Agreement and any Terms Agreement exceed (i) the

aggregate amount set forth in Section 1, (ii) the number of shares of the Common Stock available for issuance under the currently

effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued

and sold under this Agreement by the board of directors of the Company (the “Board”), or a duly authorized committee

thereof, and notified to the Managers in writing.

4.             Agreements.

The Company agrees with each of the Managers that:

(a)           During

any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement may

be satisfied pursuant to Rule 172 or any similar rule) to be delivered under the Act in connection with the offering or sale of

the Shares, the Company will not file any amendment of the Registration Statement or supplement in connection with the offering and sale

of the Shares (including the Prospectus Supplement or any Interim Prospectus Supplement) to the Base Prospectus, the Disclosure Package

or the Prospectus, whether pursuant to the Act, the Exchange Act or otherwise, unless (i) the Company has furnished to the Managers

a copy of such amendment or supplement (including, for the avoidance of doubt, reports or other information to be filed by the Company

under the Exchange Act that would be incorporated by reference into the Registration Statement and the Prospectus) for its review a reasonable

period of time prior to filing (or, in the case of Current Reports on Form 8-K, has used its commercially reasonable efforts to

so furnish copies to the Managers prior to filing), and (ii) except for reports or other information required to be filed by the

Company under the Exchange Act, the Company will not file any such proposed amendment or supplement to which the Managers reasonably

object. The Company has prepared the Prospectus, in a form approved by the Managers, and shall file such Prospectus, as amended at the

Execution Time, with the Commission pursuant to the applicable paragraph of Rule 424(b) promptly after the Execution Time (but

in any event within the time period described thereby) and will cause any supplement to the Prospectus to be prepared, in a form approved

by the Managers, and will file such supplement with the Commission pursuant to the applicable paragraph of Rule 424(b) within

the time period prescribed thereby and will notify the Managers of such timely filing. The Company, subject to this Section 4(a) and

Section 4(c), will comply with the requirements of Rule 430B. During any period when the delivery of a prospectus relating

to the Shares is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or any similar

rule) to be delivered under the Act in connection with the offering or sale of the Shares, the Company will promptly advise the Managers

(A) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b),

(B) when, during any period when the delivery of a prospectus (whether physically or through compliance with Rule 172 or any

similar rule) is required under the Act in connection with the offering or sale of the Shares, any amendment to the Registration Statement

or any new registration statement relating to the Shares shall have been filed or become effective (other than a prospectus supplement

relating solely to the offering of securities other than the Shares), (C) of the receipt of any comments from the Commission, (D) of

any request by the Commission or its staff for any amendment of the Registration Statement, or for any supplement to the Prospectus or

for any additional information, (E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration

Statement or of any notice objecting to its use or any the issuance of any order preventing or suspending the use of the Prospectus or

any amendment or supplement thereto, or the institution or threatening of any proceeding for any of such purposes or pursuant to Section 8A

of the Act or (F) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares

for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts

to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement

and, upon such issuance, occurrence or notice of objection, to obtain at the earliest possible moment the withdrawal of such stop order

or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration

statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

(b)           If,

at any time on or after an Applicable Time but prior to the related Settlement Date or Time of Delivery, any event occurs as a result

of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to

make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading,

the Company will (i) notify promptly the relevant Manager(s) so that any use of the Disclosure Package may cease until it is

amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply

any amendment or supplement to the relevant Manager(s) in such quantities as the Manager(s) may reasonably request.

any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement may

be satisfied pursuant to Rule 172 or any similar rule) to be delivered under the Act, if any event occurs as a result of which the

Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to

make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall

be necessary to amend the Registration Statement, file a new registration statement or supplement the Prospectus to comply with the Act

or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Prospectus, the Company

promptly will (i) notify the Managers of any such event, (ii) prepare and file with the Commission, subject to the first sentence

of paragraph (a) of this Section 4, an amendment or supplement or new registration statement which will correct such statement

or omission or effect such compliance, (iii) use its best efforts to have any amendment to the Registration Statement or new registration

statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (iv) supply any

supplemented Prospectus to the Managers in such quantities as the Managers may reasonably request.

(d)           As

soon as practicable, the Company will make generally available to its security holders and to the Managers an earnings statement or statements

of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.

(e)           The

Company will deliver to the Managers and counsel for the Managers, without charge, as such Managers or counsel for the Managers may reasonably

request, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith

or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and signed copies

of all consents and certificates of experts. The Registration Statement and each amendment thereto furnished to the Managers will be

identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted

by Regulation S-T. The Company will pay the expenses of printing or other production of all documents relating to the offering.

(f)            The

Company will deliver to the Managers and counsel for the Managers, without charge, for so long as delivery of a prospectus by the Managers

or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or

any similar rule), as many copies of the Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as any Manager

may reasonably request. The Prospectus and any Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to

the Managers will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to

the extent permitted by Regulation S-T. The Company will pay the expenses of printing or other production of all documents relating to

the offering.

(g)           The

Company will arrange, if necessary, for the qualification of the Shares for sale under the laws of such jurisdictions as the Managers

may designate and will maintain such qualifications in effect so long as required for the distribution of the Shares; provided

that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to

take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares,

in any jurisdiction where it is not now so subject or where it would be subject to taxation as a foreign business.

(h)           The

Company agrees that, unless it has or shall have obtained the prior written consent of the relevant Designated Manager, and each Manager

agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it

has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would

otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the

Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall

be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus

consented to by the Managers or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The

Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free

Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433

applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record

keeping.

(i)            The

Company will not (i) take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result

in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares or (ii) sell,

bid for, purchase or pay any person (other than as contemplated by this Agreement or any Terms Agreement) any compensation for soliciting

purchases of the Shares.

(j)            The

Company will, at any time during the term of this Agreement, as supplemented from time to time, advise the Managers promptly after it

shall have received notice or obtain knowledge thereof, of any information or fact that would materially alter or affect any opinion,

certificate, letter and other document provided to the Managers pursuant to Section 6 herein.

(k)           Upon

commencement of the offering of the Shares under this Agreement (if requested by the Managers) (and upon the recommencement of the offering

of the Shares under this Agreement following the termination of a suspension of sales hereunder), and each time that (i) the Registration

Statement or the Prospectus shall be amended or supplemented (other than (A) an Interim Prospectus Supplement filed pursuant to

Rule 424(b) pursuant to Section 4(q) of this Agreement, (B) a prospectus supplement relating solely to the offering

or resale of securities other than the Shares or (C) the filing with the Commission of any report under the Exchange Act except

such reports referred to in Section 4(k)(ii)), (ii) there is filed with the Commission any annual report on Form 10-K

or quarterly report on Form 10-Q, or any other document that contains financial statements or financial information that is incorporated

by reference into the Prospectus, or any amendment thereto, or (iii) the Shares are delivered to one or more Managers as principal

at the Time of Delivery pursuant to a Terms Agreement (the date of such commencement in the case that the above-mentioned request is

made by a Manager), the date of each such recommencement and the date of each such event referred to in (i), (ii) and (iii) above,

a “Representation Date”), the Company shall furnish or cause to be furnished to the Managers forthwith a certificate

dated and delivered on such Representation Date, as the case may be, in form satisfactory to the Managers to the effect that the statements

contained in the certificate referred to in Section 6(d) of this Agreement which were last furnished to the Managers are true

and correct at the time of such Representation Date, as though made at and as of such time (except that such statements shall be deemed

to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate,

a certificate of the same tenor as the certificate referred to in said Section 6(d), modified as necessary to relate to the Registration

Statement, the Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such certificate. The requirement

to provide a certificate under this Section 4(k) shall be waived for any Representation Date occurring at a time when no Company

order submitted to any Manager hereunder to sell Shares is pending or a suspension of sales hereunder is in effect, which waiver shall

continue until the earlier to occur of the date the Company submits an order to any Manager to sell Shares hereunder (which for such

calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing,

if the Company subsequently decides to sell Shares following a Representation Date when the Company relied upon the foregoing waiver

and therefore did not provide the Managers with a certificate under this Section 4(k), then before the Company submits an order

for the sale of Shares or any Manager sells any Shares pursuant to such order, the Company shall provide the Managers with a certificate

in conformity with this Section 4(k) dated as of the date that the order for the sale of Shares is submitted to any Manager

hereunder, provided that for the avoidance of doubt, such date the certificate is delivered pursuant to the foregoing sentence shall

also be a Representation Date.

(l)            At

each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for

which no waiver is applicable, the Company shall furnish or cause to be furnished forthwith to the Managers and to counsel to the Managers

a written opinion of Orrick, Herrington & Sutcliffe LLP, counsel to the Company (“Company Counsel”), or other

counsel reasonably satisfactory to the Managers, dated and delivered on such Representation Date, in form and substance satisfactory

to the Managers, of the same tenor as the opinion referred to in Section 6(b) of this Agreement, but modified as necessary

to relate to the Registration Statement, the Disclosure Package and the Prospectus as amended and supplemented to the time of delivery

of such opinion.

(m)           At

each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for

which no waiver is applicable, Latham & Watkins LLP, counsel to the Managers, shall deliver a written opinion and disclosure

letter, dated and delivered on such Representation Date, in form and substance satisfactory to the Managers, of the same tenor as the

opinions and disclosure letter referred to in Section 6(c) of this Agreement but modified as necessary to relate to the Registration

Statement, the Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such opinion.

(n)           At

each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for

which no waiver is applicable, the Company shall cause Deloitte & Touche LLP (the “Accountants”) and Marcum

LLP (the “Predecessor Accounts”), if applicable, or other independent accountants satisfactory to the Managers forthwith,

to furnish the Managers a letter, dated and delivered on such Representation Date, in form and substance satisfactory to the Managers

of the same tenor as the letter referred to in Section 6(e) of this Agreement but modified to relate to the Registration Statement,

the Disclosure Package and the Prospectus, as amended and supplemented to the date of such letter.

(o)           At

each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for

which no waiver is applicable, and at such other times as may be reasonably requested by a Manager (which shall be on a monthly basis

or otherwise), the Company will conduct a due diligence session, in form and substance satisfactory to the Managers, which shall include

representatives of the management of the Company and the independent accountants of the Company. The Company shall cooperate timely with

any reasonable due diligence request from or review conducted by the Managers or its agents from time to time in connection with the

transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access

to appropriate officers and agents of the Company during regular business hours and at the Company’s principal offices, and timely

furnishing or causing to be furnished such certificates, letters and opinions from the Company, and their officers and agents, as the

Managers may reasonably request.

(p)           Nothing

in this Agreement shall restrict a Manager from trading, and the Company acknowledges that each Manager may trade in the Common Stock

for such Manager’s own account and for the account of its clients before, at the same time as, or after sales of the Shares occur

pursuant to this Agreement or pursuant to a Terms Agreement.

(q)           The

Company will either (i) disclose in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as applicable,

with regard to the relevant quarter, the number of the Shares sold by or through the Managers pursuant to this Agreement, the Net Proceeds

to the Company and the compensation paid by the Company with respect to such sales of the Shares pursuant to this Agreement, or (ii) on

or prior to the earlier of (A) the date on which the Company shall file a Quarterly Report on Form 10-Q or an Annual Report

on Form 10-K in respect of any fiscal quarter in which sales of Shares were made by a Manager pursuant to this Agreement and (B) the

date on which the Company shall be obligated to file such document referred to in clause (A) in respect of such quarter (each such

date, and any date on which an amendment to any such document is filed, a “Filing Date”), the Company will file a

prospectus supplement with the Commission under the applicable paragraph of Rule 424(b), which prospectus supplement will set forth,

with regard to such quarter, the number of the Shares sold by or through a Manager pursuant to this Agreement, the Net Proceeds to the

Company and the compensation paid by the Company with respect to such sales of the Shares pursuant to this Agreement and deliver such

number of copies of each such prospectus supplement to the NYSE as are required by such exchange.

(r)            If,

to the knowledge of the Company, the conditions set forth in Section 6(a) or 6(f) shall not be true and correct on the

applicable Settlement Date or Time of Delivery, the Company will offer to any person who has agreed to purchase Shares from the Company

as the result of an offer to purchase solicited by a Designated Manager the right to refuse to purchase and pay for such Shares.

(s)           Each

acceptance by the Company of an offer to purchase the Shares hereunder, and each execution and delivery by the Company of a Terms Agreement,

shall be deemed to be an affirmation to the Designated Manager, or the Manager(s) party to a Terms Agreement, as the case may be,

that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the

date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations

and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance or as of the Time of Delivery

relating to such sale, as the case may be, as though made at and as of such date (except that such representations and warranties shall

be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares).

(t)            The

Company will use its commercially reasonable efforts to cause the Shares to be listed for trading on NYSE and to maintain such listing.

(u)           During

any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement may

be satisfied pursuant to Rule 172 or any similar rule) to be delivered under the Act, the Company shall file, on a timely basis,

with the Commission and the NYSE all reports and documents required to be filed under the Exchange Act and the regulations thereunder.

(v)           The

Company shall cooperate with the Managers and use its reasonable efforts to permit the Shares to be eligible for clearance and settlement

through the facilities of DTC.

(w)          The

Company will apply the Net Proceeds from the sale of the Shares in the manner set forth in the Disclosure Package and the Prospectus.

5.             Payment

of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations

under this Agreement, whether or not the transactions contemplated hereby are consummated, including without limitation (i) all

expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs), (ii) all necessary issue,

transfer and other stamp taxes in connection with the issuance and sale of the Shares, (iii) all fees and expenses of the Company’s

counsel, independent public or certified public accountants and other advisors to the Company, and the reasonable fees and expenses of

the Manager’s counsel (which shall be one outside counsel for all Managers unless otherwise agreed by the Company) (iv) all

costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement

(including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus and

the Prospectus, and all amendments and supplements thereto, and this Agreement, (v) all filing fees, attorneys’ fees and expenses

incurred by the Company or the Managers in connection with qualifying or registering (or obtaining exemptions from the qualification

or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws, and, if requested by

the Managers, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Managers of such qualifications,

registrations and exemptions, (vi) the filing fees incident to the review and approval by FINRA of the terms of the sale of the

Shares, (vii) the fees and expenses associated with listing of the Shares on the NYSE, (viii) all fees and expenses of the

registrar and transfer agent of the Common Stock, (ix) all fees and expenses (including reasonable fees and expenses of counsel)

of the Company in connection with approval of the Shares by DTC for “book-entry” transfer, (x) all other fees, costs

and expenses referred to in Item 14 of Part II of the Registration Statement and (xi) all other fees, costs and expenses incurred

in connection with the performance of its obligations hereunder for which provision is not otherwise made in this Section 5; provided,

however, that the amount payable by the Company pursuant to subsection (iii) with respect to the reasonable fees and expenses of

Manager’s counsel shall not exceed (A) $100,000 arising out of the executing this Agreement and the filing of the Registration

Statement and the Prospectus and (B) in the amount not to exceed $15,000 per each quarter thereafter (solely for any quarter that

includes a Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for

which no waiver is applicable). Except as provided in this Section 5 and in Section 7 hereof, the Managers shall pay their

own expenses.

6.             Conditions

to the Obligations of the Managers. The obligations of the Managers under this Agreement and any Terms Agreement shall be subject

to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time,

each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company

of its obligations hereunder and (iii) the following additional conditions:

(a)           The

Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within

the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been

filed in the manner required by Rule 424(b) within the time period required by Section 4(q) of this Agreement; any

material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission

within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the

Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8A

of the Act shall have been instituted or threatened.

(b)           The

Company shall have requested and caused Company Counsel to furnish to the Managers, on every date specified in Section 4(l) of

this Agreement, opinions in form and substance satisfactory to the Managers.

Managers shall have received Latham & Watkins LLP, counsel for the Managers, on every date specified in Section 4(m) of

this Agreement, such opinion or opinions and disclosure letter or letters, dated as of such date and addressed to the Managers, with

respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any

supplement thereto) and other related matters as the Managers may reasonably require, and the Company shall have furnished to such counsel

such documents as they request for the purpose of enabling them to pass upon such matters.

(d)           The

Company shall have furnished or caused to be furnished to the Managers, on every date specified in Section 4(k) of this Agreement,

a certificate of the Company, signed by the chief executive officer or the President of the Company, and of the chief financial or chief

accounting officer of the Company, dated as of such date, to the effect that the signers of such certificate have carefully examined

the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto and this Agreement and

that:

(i)           the

Company has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose or

pursuant to Section 8A of the Act have been instituted or, to the Company’s knowledge, threatened by the Commission;

(ii)          since

the date of the most recent financial statements included in the Prospectus and the Disclosure Package, there has been no event or condition

of a type described in Section 2(k) hereof (a “Material Adverse Change”), except as set forth in or contemplated

in the Disclosure Package and the Prospectus;

(iii)         the

representations, warranties and covenants set forth in Section 2 of this Agreement are true and correct with the same force and

effect as though expressly made on and as of such date; and

(iv)         the

Company and its subsidiaries have complied with all the agreements hereunder and satisfied all the conditions on its part to be performed

or satisfied hereunder at or prior to such date.

(e)           The

Company shall have requested and caused the Accountants and the Predecessor Accounts, if applicable, to have furnished to the Managers,

on every date specified in Section 4(n) hereof and to the extent requested by the Managers in connection with any offering

of the Shares, letters (which may refer to letters previously delivered to the Managers), dated as of such date, in form and substance

satisfactory to the Managers, which letters shall cover, without limitation, the various financial statements and disclosures contained

in the Registration Statement, the Disclosure Package and the Prospectus and other matters ordinarily covered by accountants’ “comfort

letters” to underwriters in connection with registered public offerings as contemplated in the Statement on Auditing Standards

No. 72, as well as confirming that they have performed a review of any unaudited interim financial information of the Company included

in the Registration Statement, the Disclosure Package and the Prospectus in accordance with Statement on Auditing Standards No. 100.

References

to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter.

(f)            Since

the respective dates as of which information is disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except

as otherwise stated therein, there shall not have been (i) any change or decrease specified in the letter or letters referred to

in paragraph (e) of this Section 6 or (ii) Material Adverse Change, except as set forth in or contemplated in the Disclosure

Package (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above,

is, in the sole judgment of the Managers, so material and adverse as to make it impractical or inadvisable to proceed with the offering

or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package

and the Prospectus (exclusive of any amendment or supplement thereto).

(g)           FINRA

shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement.

(h)           The

Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have

been provided to the Managers.

(i)            Prior

to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Designated Manager such further

information, certificates and documents as the Designated Manager may reasonably request.

any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any

of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance

to the Managers and counsel for the Managers, this Agreement and all obligations of the applicable Manager hereunder may be canceled

at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Manager with respect to itself only. Notice

of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. Following any such cancellation

by a Manager, this Agreement shall remain in effect as to the other Manager that has not exercised its right to cancel this Agreement

pursuant to this Section 6 and any obligations and rights of the Managers under this Agreement shall be satisfied by or afforded

to only such other Manager.

The

documents required to be delivered by this Section 6 shall be delivered electronically at the office of Latham & Watkins,

counsel for the Managers, at 330 North Wabash Avenue, Suite 2800, Chicago, IL 60611, on each such date as provided in this

Agreement.

7.             Indemnification

and Contribution.

(a)            The

Company agrees to indemnify and hold harmless each Manager, its affiliates, as such term is defined in Rule 501(b) under the

Act (each, an “Affiliate”), the directors, officers, employees and agents of each Manager, any broker-dealer affiliate

of a Manager through which Shares are sold, and each person who controls a Manager within the meaning of either the Act or the Exchange

Act and against any loss, claim, damage, liability or expense, as incurred, to which they or any of them may become subject under the

Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (including in settlement of any

litigation, if such settlement is effected with the written consent of the Company or otherwise permitted by paragraph (d) below),

insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based

(i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment

thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements

therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer

Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under

the Act, the Base Prospectus, the Prospectus Supplement or any Interim Prospectus Supplement (or any amendment or supplement thereto)

or the omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein, in

the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the

representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform

its obligations hereunder or under law; and agrees to reimburse each such indemnified party, for any and all expenses (including the

reasonable fees and disbursements of counsel chosen by the indemnified party) as such expenses are reasonably incurred by them in connection

with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided,

however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent,

but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission

made in reliance upon and in conformity with written information furnished to the Company by any Manager expressly for use in the Registration

Statement (or any amendment thereto), any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

This indemnity agreement will be in addition to any liabilities that the Company may otherwise have.

(b)            Each

Manager agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who

signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Act or the Exchange Act,

against any loss, claim, damage, liability or expense, as incurred, to which the Company or any such director, officer or controlling

person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or

otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Manager or otherwise

permitted by paragraph (d) below), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated

below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration

Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or

necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material

fact contained in any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to

Rule 433(d) under the Act, the Base Prospectus, the Prospectus Supplement or any Interim Prospectus Supplement (or any amendment

or supplement thereto) or the omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only

to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement,

the Base Prospectus, any Issuer Free Writing Prospectus, any Prospectus Supplement or any Interim Prospectus Supplement (or any amendment

or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Manager expressly

for use therein; and to reimburse the Company, or any such director, officer or controlling person for any reasonable and documented

out-of-pocket legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection

with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity

agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Manager may otherwise have. The

Company acknowledges that with respect to each Manager, the name of such Manager constitutes the only information furnished in writing

by or on behalf of the several Managers for inclusion in the Registration Statement, the Base Prospectus, any Issuer Free Writing Prospectus,

any Prospectus Supplement or any Interim Prospectus Supplement (or any amendment or supplement thereto).

after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will,

if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in

writing of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which

it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained in paragraph (a) or

(b) above or to the extent it is not prejudiced (through the forfeiture of substantive rights or defenses) as a proximate result

of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek

indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect,

jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving

the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified

party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying

party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party

and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other

indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties

shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action

on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such

indemnifying party’s election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying

party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by

such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel

in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be

liable for the expenses of more than one separate counsel (together with local counsel), approved by the indemnifying party (the Managers

in the case of Section 7(b) and Section 7(e)), representing the indemnified parties who are parties to such action), (ii) the

indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party

within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be

at the expense of the indemnifying party or (iii) the indemnifying party shall authorize the indemnified party to employ separate

counsel at the expense of the indemnifying party.

(d)            The

indemnifying party under this Section 7 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 against any loss, claim, damage, liability or expense 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 reasonable and

documented fees and expenses of counsel as contemplated by Section 7(c) hereof, the indemnifying party agrees that it shall

be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more

than 60 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, compromise or consent to the entry of judgment in any pending

or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or

could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional

release of such indemnified party from all liability on claims that are the subject matter of such action, suit or 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.

(e)            If

the indemnification provided for in this Section 7 is for any reason held to be unavailable to or otherwise insufficient to hold

harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying

party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims,

damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received

by the Company, on the one hand, and each Manager, on the other hand, from the offering of the Shares pursuant to this Agreement, or

(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate

to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one

hand, and each Manager, on the other hand, in connection with the statements or omissions or inaccuracies in the representations and

warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (after deducting

underwriting commissions and discounts but before deducting expenses) received by them, and benefits received by each Manager shall be

deemed to be equal to the total compensation received by such Manager under Section 3(c) of this Agreement, in each case as

determined by this Agreement or any applicable Terms Agreement. The relative fault of the Company, on the one hand, and each Manager,

on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a

material fact or omission or alleged omission to state a material fact or any such inaccurate or alleged inaccurate representation or

warranty relates to information supplied by the Company, on the one hand, or such Manager, on the other hand, and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The amount paid or payable

by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject

to the limitations set forth in Section 7(c), any reasonable and documented out-of-pocket legal or other fees or expenses reasonably

incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 7(c) with

respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 7(e); provided,

however, that no additional notice shall be required with respect to any action for which notice has been given under Section 7(c) for

purposes of indemnification.

The Company and the Managers

agree that it would not be just and equitable if contribution pursuant to this Section 7(e) were determined by pro rata allocation

(even if the Managers were treated as one entity for such purpose) or by any other method of allocation which does not take account of

the equitable considerations referred to in this Section 7(e).

Notwithstanding the provisions

of this Section 7(e), no Manager shall be required to contribute any amount in excess of the discounts and commissions received

by such Manager in connection with the Shares sold by it pursuant to this Agreement and any applicable Terms Agreement in the specific

transaction or transactions giving rise to the contribution obligation. No person guilty of fraudulent misrepresentation (within the

meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent

misrepresentation. The Managers’ obligations to contribute pursuant to this Section 7(e) are several, and not joint.

For purposes of this Section 7(e), each Affiliate, director, officer, employee and agent of a Manager, each person, if any, who

controls a Manager within the meaning of the Act and the Exchange Act and any broker-dealer affiliate of a Manager through which Shares

are sold shall have the same rights to contribution as such Manager, and each director of the Company or each officer of the Company

who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Act and the Exchange

Act shall have the same rights to contribution as the Company.

8.             Termination.

(a)            The

Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating

to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability

of any party to any other party except that (i) if Shares have been sold through a Manager for the Company, then Section 4(s) shall

remain in full force and effect with respect to such Manager and the Company, (ii) with respect to any pending sale, through the

Designated Manager for the Company, the obligations of the Company, including in respect of compensation of the Designated Manager, shall

remain in full force and effect notwithstanding the termination and (iii) the provisions of Sections 2, 5, 7, 9, 10, 12 and 14 of

this Agreement shall remain in full force and effect notwithstanding such termination.

(b)            Each

Manager shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating

to the solicitation of offers to purchase the Shares in its sole discretion at any time, with respect to such Manager only. Any such

termination shall be without liability of any party to any other party except that the provisions of Sections 2, 5, 7, 9, 10, 12 and

14 of this Agreement shall remain in full force and effect with respect to such Manager notwithstanding such termination. Following any

such termination by a Manager, this Agreement shall remain in effect as to each other Manager that has not exercised its right to terminate

the provisions of this Agreement pursuant to this Section 8(b) and any obligations and rights of the Managers under this Agreement

shall be satisfied by or afforded to, as applicable, only such other Managers.

Agreement shall remain in full force and effect unless terminated pursuant to Sections 8(a) or (b) above or otherwise by mutual

agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that

Sections 2, 5, 7 and 9 shall remain in full force and effect.

(d)            Any

termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination

shall not be effective until the close of business on the date of receipt of such notice by a Manager or the Company, as the case may

be. If such termination shall occur prior to the Settlement Date or Time of Delivery for any sale of the Shares, such sale shall, subject

to Section 6 hereof, settle in accordance with the provisions of Section 3(e) of this Agreement.

(e)            In

the case of any purchase of Shares by a Manager pursuant to a Terms Agreement, the obligations of such Manager pursuant to such Terms

Agreement shall be subject to termination, in the absolute discretion of such Manager, by notice given to the Company prior to the Time

of Delivery relating to such Shares, if at any time prior to such delivery and payment (i) trading or quotation in any of the Company’s

securities shall have been suspended or limited by the Commission or by NYSE, or trading in securities generally on either the NYSE or

the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established

on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of

federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities

or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any

substantial change or development involving a prospective substantial change in United States’ or international political, financial

or economic conditions, as in the judgment of such Manager is material and adverse and makes it impracticable or inadvisable to proceed

with the offering or delivery of the Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or

to enforce contracts for the sale of securities; (iv) in the judgment of such Manager there shall have occurred any Material Adverse

Change or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services

in the United States.

9.            Representations

and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company,

the officers of the Company and of each Manager set forth in or made pursuant to this Agreement will remain in full force and effect,

regardless of any investigation made by a Manager or the Company or any of the officers, directors, employees, agents or controlling

persons referred to in Section 7 hereof, and will survive delivery of and payment for the Shares.

10.           Notices.

All communications hereunder will be in writing and effective only on receipt, and:

If sent to Goldman Sachs &

Co. LLC, will be mailed, emailed, delivered or telefaxed to:

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Facsimile: (212) 902-9316

Attention: Registration Department

If sent to BofA Securities, Inc.,

will be mailed, emailed, delivered or telefaxed to:

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Email: dg.ecm_execution_services@bofa.com

Attention: Syndicate Department

with a copy to: dg.ecm_legal@bofa.com

Attention: ECM Legal

If sent to Citigroup Global

Markets Inc., will be mailed, emailed, delivered or telefaxed to:

Citigroup Global Markets

Inc.

388 Greenwich Street

New York, New York 10013

Attention: General Counsel

Facsimile number: (646) 291-1469

If sent to J.P. Morgan Securities

LLC, will be mailed, emailed, delivered or telefaxed to:

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Attention: Sanjeet Dewal

Phone: (212) 622-8783

Email: sanjeet.s.dewal@jpmorgan.com

If sent to Morgan Stanley &

Co. LLC, will be mailed, emailed, delivered or telefaxed to:

Morgan Stanley &

Co. LLC

1585 Broadway

New York, New York 10036

Attn: Equity Syndicate Desk,

with a copy to the Legal Department

If sent to Barclays Capital

Inc., will be mailed, emailed, delivered or telefaxed to:

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Syndicate Registration

with a copy, in the case of any notice

pursuant to Section 7, to the Director of Litigation, Office of the General Counsel

If sent to Cantor Fitzgerald &

Co., will be mailed, emailed, delivered or telefaxed to:

Cantor Fitzgerald & Co.

110 East 59th Street

New York, NY 10022

Email: cfceo@cantor.com; legal-ibd@cantor.com

If sent to Guggenheim Securities,

LLC, will be mailed, emailed, delivered or telefaxed to:

Guggenheim Securities, LLC

330 Madison Avenue

New York, New York 10017

Email: gsequityprospectusdelivery@guggenheimpartners.com

Attention: Equity Syndicate

If sent to Canaccord Genuity LLC, will be mailed, emailed,

delivered or telefaxed to:

Canaccord Genuity LLC

One Post Office Square

Boston, Massachusetts 02109

Email: okloatm@cgf.com

If sent to William Blair &

Company, L.L.C., will be mailed, emailed, delivered or telefaxed to:

William Blair & Company, L.L.C.

150 North Riverside Plaza

Chicago, Illinois 60606

Email: BFinkel@williamblair.com;

CHenderson@williamblair.com

If sent to the Company, will

be mailed, emailed, delivered or telefaxed to:

R. Craig Bealmear

Chief Financial Officer

Oklo Inc.

3190 Coronado Dr.

Santa Clara, California 95054

(650) 550-0127

with a copy to:

Albert Vanderlaan

Orrick, Herrington & Sutcliffe LLP

222 Berkeley Street, Suite 2000

Boston, MA 02116

(617) 880-2219

Any party hereto may change

the address for receipt of communications by giving written notice to the others.

11.           Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers,

directors, employees, agents and controlling persons referred to in Section 7 hereof, and no other person will have any right or

obligation hereunder.

12.           No

Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an

arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may

be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale

of the Company’s securities and not as a fiduciary of the Company and (c) the Company’s engagement of each Manager in

connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity.

Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective

of whether a Manager has advised or is currently advising it on related or other matters). The Company agrees that it will not claim

that a Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in

connection with the transactions contemplated by this Agreement or the process leading thereto.

13.           Integration.

This Agreement and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company

and the Managers with respect to the subject matter hereof.

14.           Applicable

Law. This Agreement and any Terms Agreement will be governed by and construed in accordance with the laws of the State of New York

applicable to contracts made and to be performed within the State of New York.

15.           Waiver

of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial

by jury in any legal proceeding arising out of or relating to this Agreement, any Terms Agreement or the transactions contemplated hereby

or thereby.

16.           Counterparts.

This Agreement and any Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all

of which together shall constitute one and the same agreement.

17.           Headings.

The section headings used in this Agreement and any Terms Agreement are for convenience only and shall not affect the construction hereof.

18.           Recognition

of the U.S. Special Resolution Regimes.

(a)            In

the event that any Manager that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Manager 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 Manager that is a Covered Entity or a BHC Act Affiliate of such Manager becomes subject to a proceeding under a U.S.

Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Manager 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.

As used in this Section 18:

“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.

19.           Definitions.

The terms that follow, when used in this Agreement and any Terms Agreement, shall have the meanings indicated.

“Act”

shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Applicable Time”

shall mean, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement or any relevant Terms Agreement.

“Base Prospectus”

shall mean the base prospectus referred to in Section 2(a) above contained in the Registration Statement at the Execution Time.

“Business Day”

shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized

or obligated by law to close in New York City.

“Commission”

shall mean the Securities and Exchange Commission.

“Designated Manager”

shall mean, as of any given time, a Manager that the Company has designated as sales agent to sell Shares pursuant to the terms of this

Agreement.

“Disclosure Package”

shall mean (i) the Base Prospectus, (ii) the Prospectus Supplement, (iii) the most recently filed Interim Prospectus Supplement,

if any, (iv) the Issuer Free Writing Prospectuses, if any, identified in Schedule I hereto, (v) the public offering price of

Shares sold at the relevant Applicable Time as specified in a Terms Agreement and (vi) any other Free Writing Prospectus that the

parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“Effective Date”

shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or becomes

effective.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Time”

shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

“Free Writing Prospectus”

shall mean a free writing prospectus, as defined in Rule 405.

“Interim Prospectus

Supplement” shall mean the prospectus supplement relating to the Shares prepared and filed pursuant to Rule 424(b) from

time to time as provided by Section 4(q) of this Agreement.

“Issuer Free Writing

Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Prospectus”

shall mean the Base Prospectus, as supplemented by the Prospectus Supplement and the most recently filed Interim Prospectus Supplement

(if any).

“Prospectus Supplement”

shall mean the most recent prospectus supplement relating to the Shares that will first be filed pursuant to Rule 424(b) on

the date of the Execution Time.

“Registration Statement”

shall mean the registration statement referred to in Section 2(a) above, including exhibits and financial statements and any

prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such

registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto

becomes effective, shall also mean such registration statement as so amended.

“Rule 158,”

“Rule 163,” “Rule 164,” “Rule 172,” “Rule 405,”

“Rule 415,” “Rule 424,” “Rule 430B” and “Rule 433”

refer to such rules under the Act.

[Signature Page Follows]

If the foregoing is in accordance

with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your

acceptance shall represent a binding agreement among the Company and the Managers.

Signature

Page to Equity Distribution Agreement

Very truly yours,

Oklo Inc.

By:

/s/ R. Craig Bealmear

Name:

R. Craig Bealmear

Title:

Chief Financial Officer

Signature

Page to Equity Distribution Agreement

CONFIRMED AND ACCEPTED,

as of the date first written above:

Goldman Sachs & Co. LLC

By:

/s/ Charles Park

Name:

Charles Park

Title:

Managing Director

BofA Securities, Inc.

By:

/s/ Sam Kazdal

Name:

Sam Kazdal

Title:

Managing Director

Citigroup Global Markets Inc.

By:

/s/ Michael Jamieson

Name:

Michael Jamieson

Title:

Managing Director

J.P. Morgan Securities LLC

By:

/s/ Preston Ryman

Name:

Preston Ryman

Title:

Vice President

Morgan Stanley & Co. LLC

By:

/s/ Daniel J. F. McCullough

Name:

Daniel J. F. McCullough

Title:

Executive Director

Barclays Capital Inc.

By:

/s/ Amit Chandra

Name:

Amit Chandra

Title:

Managing Director, Global Head of Climate Technology

Cantor Fitzgerald & Co.

By:

/s/ Sameer Vasudev

Name:

Sameer Vasudev

Title:

Managing Director

Guggenheim Securities, LLC

By:

/s/ James Schaefer

Name:

James Schaefer

Title:

Senior Managing Director

Canaccord Genuity LLC

By:

/s/ Marc Marano

Name:

Marc Marano

Title:

Managing Director

William Blair & Company, L.L.C.

By:

/s/ Bryan P. Finkel

Name:

Bryan P. Finkel

Title:

Managing Director

Signature

Page to Equity Distribution Agreement

SCHEDULE I

Schedule of Free Writing Prospectuses included

in the Disclosure Package

None

Schedule I

[Form of Terms Agreement]

ANNEX I

Oklo

inc.

Common Stock ($0.0001 par value)

TERMS AGREEMENT

____________, 20___

[name/address of designated manager]

Ladies and Gentlemen:

Oklo Inc., a Delaware corporation

(the “Company”) proposes, subject to the terms and conditions stated herein and in the Equity Distribution Agreement,

dated May 13, 2026 (the “Equity Distribution Agreement”), among the Company, Goldman Sachs & Co. LLC,

BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital

Inc., Cantor Fitzgerald & Co., Guggenheim Securities, LLC, Canaccord Genuity LLC and William Blair & Company, L.L.C.,

the securities specified in the Schedule I hereto (the “Purchased Shares”)[, and solely for the purpose of covering

over-allotments, to grant to Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan

Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., Cantor Fitzgerald & Co., Guggenheim Securities, LLC,

Canaccord Genuity LLC and William Blair & Company, L.L.C. (the “Designated Managers”) the option to purchase

the additional securities specified in the Schedule I hereto (the “Additional Shares”)]. [Include only if the

Designated Managers have an over-allotment option]

[The Designated Managers

shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments

made in connection with the offering of the Purchased Shares, at the same purchase price per share to be paid by the Designated Manager

to the Company for the Purchased Shares. This option may be exercised by the Designated Manager at any time (but not more than once)

on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate

number of shares of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are

to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however,

that the Option Closing Date shall not be earlier than the Time of Delivery (as set forth in the Schedule I hereto) nor earlier than

the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the

date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option

Closing Date in the same manner and at the same office as the payment for the Purchased Shares.] [Include only if the Designated

Managers have an over-allotment option]

Each of the provisions of

the Equity Distribution Agreement not specifically related to the solicitation by the Designated Manager, as agent of the Company, of

offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement

to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein

shall be deemed to have been made at and as of the date of this Terms Agreement [and][,] the Time of Delivery [and any Option Closing

Date] [Include only if the Designated Managers have an over-allotment option], except that each representation and warranty

in Section 2 of the Equity Distribution Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to

be a representation and warranty as of the date of the Equity Distribution Agreement in relation to the Prospectus, and also a representation

and warranty as of the date of this Terms Agreement [and][,] the Time of Delivery [and any Option Closing Date] [Include only if

the Designated Managers have an over-allotment option] in relation to the Prospectus as amended and supplemented to relate to

the Purchased Shares.

Annex I-1

An amendment to the Registration

Statement (as defined in the Equity Distribution Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased

Shares [and the Additional Shares] [Include only if the Designated Managers have an over-allotment option], in the form

heretofore delivered to the Manager is now proposed to be filed with the Securities and Exchange Commission.

Subject to the terms and

conditions set forth herein and in the Equity Distribution Agreement which are incorporated herein by reference, the Company agrees to

issue and sell to the Designated Manager and the latter agrees to purchase from the Company the number of shares of the Purchased Shares

at the time and place and at the purchase price set forth in the Schedule I hereto.

If the foregoing is in accordance

with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions

of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Managers and

the Company.

Oklo Inc.

By:

Name:

Title:

ACCEPTED as of the date first written above.

Goldman Sachs & Co. LLC

By:

Name:

Title:

Annex I-2

BofA Securities, Inc.

By:

Name:

Title:

Citigroup Global Markets Inc.

By:

Name:

Title:

J.P. Morgan Securities LLC

By:

Name:

Title:

Morgan Stanley & Co. LLC

By:

Name:

Title:

Barclays Capital Inc.

By:

Name:

Title:

Cantor Fitzgerald & Co.

By:

Name:

Title:

Annex I-3

Guggenheim Securities, LLC

By:

Name:

Title:

Canaccord Genuity LLC

By:

Name:

Title:

William Blair & Company, L.L.C.

By:

Name:

Title:

Annex I-4

[Form of Terms Agreement]

Schedule I to the Terms Agreement

Title of Purchased Shares [and Additional Shares]:

Class A Common Stock, par value $0.0001 per share

Number of Shares of Purchased Shares:

[Number of Shares of Additional Shares:]

Price to Public:

Purchase Price by Designated Managers:

Method of and Specified Funds for Payment of

Purchase Price: By wire transfer to a bank account specified by the Company in same day funds.

Method of Delivery: Free delivery of the Shares

to the Manager’s account at The Depository Trust Company in return for payment of the purchase price.

Time of Delivery:

Closing Location:

Documents to be Delivered:

The following documents referred to in the Equity

Distribution Agreement shall be delivered as a condition to the closing at the Time of Delivery [and on any Option Closing Date]:

(1)            The

opinion referred to in Section 4(l).

(2)            The

opinion referred to in Section 4(m).

(3)            The

accountants’ letter referred to in Section 4(n).

(4)            The

officers’ certificate referred to in Section 4(k).

(5)            Such

other documents as the Managers shall reasonably request.

Annex I-5

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2614461d1_ex5-1.htm · Sequence: 3

Exhibit 5.1

May 13, 2026

Orrick, Herrington & Sutcliffe LLP

222 Berkeley St., Suite 2000

Boston, MA 02116

+1 617 880 1800

orrick.com

Oklo Inc.

3190 Coronado Dr.

Santa Clara, California 95054

Re:

Oklo Inc.

$1,000,000,000 Shares of Common Stock sold pursuant to the Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel for Oklo Inc., a Delaware

corporation (the “Company”), in connection with the offering by the Company of up to $1,000,000,000 of shares of the Company’s

Class A common stock, par value $0.0001 (the “Shares”), pursuant to a registration statement on Form S-3 (Registration

Statement No. 333-291157), filed on October 30, 2025 with the Securities and Exchange Commission (the “Commission”)

under the Securities Act of 1933, as amended (the “Act”), which registration statement was subsequently amended by that Amendment

No. 1 to the registration statement on Form S-3 filed with the Commission on November 13, 2025 (the “Registration

Statement”), the prospectus dated December 4, 2025 (the “Base Prospectus”), and the prospectus supplement dated

May 13, 2026, filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Act (the “Prospectus

Supplement”). The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus.” The

Shares are to be sold by the Company in the manner described in the Registration Statement and the Prospectus.

In connection with rendering this opinion, we

have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of (i) the Second Amended

and Restated Certificate of Incorporation of the Company, as amended through the date hereof, (ii) the Amended and Restated Bylaws

of the Company, as amended through the date hereof, (iii) certain resolutions of the Board of Directors of the Company relating

to the issuance, sale and registration of the Shares, (iv) the Registration Statement, (v) the Prospectus and (vi) such

corporate records of the Company, certificates of public officials, officers of the Company and other persons, and such other documents,

agreements and instruments as we have deemed relevant and necessary or appropriate as a basis for the opinion set forth below.

In our examination, we have assumed the legal

capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the

conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the

authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that

the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations

thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by

such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions

expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and

other representatives of the Company and others and of public officials.

Oklo Inc.

May 13, 2026

Page 2

Based upon the foregoing and subject to the limitations,

qualifications and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized and, upon issuance,

delivery and payment therefor in the manner contemplated by the Registration Statement and the Prospectus, will be validly issued, fully

paid and non-assessable.

The opinion expressed herein is limited to the

General Corporation Law of the State of Delaware and the federal laws of the United States of America, and we express no opinion as to

the effect on the matters covered by this letter of the laws of any other jurisdictions.

We hereby consent to the filing of this opinion

letter as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on or about May 13, 2026,

and to the reference to our firm under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not hereby

admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and

regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP

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