Form 8-K

8-K — WILLIS LEASE FINANCE CORP

Accession: 0001193125-26-228878

Filed: 2026-05-18

Period: 2026-05-18

CIK: 0001018164

SIC: 5080 (WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — d135974d8k.htm (Primary)

EX-1.1 (d135974dex11.htm)

EX-1.2 (d135974dex12.htm)

EX-4.1 (d135974dex41.htm)

EX-4.2 (d135974dex42.htm)

EX-5.1 (d135974dex51.htm)

EX-5.2 (d135974dex52.htm)

EX-10.1 (d135974dex101.htm)

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8-K

8-K (Primary)

Filename: d135974d8k.htm · Sequence: 1

8-K

WILLIS LEASE FINANCE CORP false 0001018164 0001018164 2026-05-18 2026-05-18

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 18, 2026

Willis Lease Finance Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-15369

68-0070656

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

4700 Lyons Technology Parkway

Coconut Creek, FL 33073

(Address of principal executive offices)

Registrant’s telephone number, including area code: (561) 349-9989

Not Applicable

(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

Name of exchange

on which registered

Common stock, $0.01 par value per share

WLFC

NASDAQ

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry Into or Amendment of a Material Definitive Agreement.

Convertible Notes

Underwriting Agreement

On May 13, 2026, Willis Lease Finance Corporation (the “Company”) entered into an underwriting agreement (the “Convertible Notes Underwriting Agreement”) with Morgan Stanley & Co. LLC, BofA Securities, Inc. and Deutsche Bank Securities Inc., in connection with the issuance and sale of $200,000,000 aggregate principal amount of the Company’s 2.50% Convertible Senior Notes due 2031 (the “Notes” and the issuance and sale of the Notes, the “Notes Offering”). Pursuant to the Convertible Notes Underwriting Agreement, the Company granted the underwriters an option to purchase up to an additional $30,000,000 aggregate principal amount of Notes, solely to cover over-allotments, exercisable within 30 days from, and including, the date of the Convertible Notes Underwriting Agreement.

The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-286998), as supplemented by a preliminary prospectus supplement dated May 13, 2026, the pricing term sheet dated May 13, 2026, and a final prospectus supplement dated May 13, 2026.

The Convertible Notes Underwriting Agreement includes customary representations, warranties and covenants. Under the terms of the Convertible Notes Underwriting Agreement, the Company has agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in respect of those liabilities. The representations, warranties and covenants contained in such agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The above description of the Convertible Notes Underwriting Agreement is a summary and is not complete. A copy of the Convertible Notes Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Convertible Notes Underwriting Agreement set forth in such exhibit.

Indenture and Notes

On May 18, 2026, the Company issued $200,000,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2031. The Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”), dated as of May 18, 2026 between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the supplemental indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), dated as of May 18, 2026, between the Company and the Trustee. The Notes will be the Company’s senior, unsecured obligations.

The Notes will accrue interest at a rate of 2.50% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. The Notes will mature on May 15, 2031, unless earlier repurchased, redeemed or converted. Before February 15, 2031, noteholders will have the right to convert their Notes only upon the occurrence of certain events and during specified periods. From and after February 15, 2031, noteholders may convert their Notes at any time at their election until the close of business on the business day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash or a combination of cash and shares of its common stock, par value $0.01 per share (the “Common Stock”), at the Company’s election. The initial conversion rate is 3.7202 shares of the Common Stock per $1,000 principal amount of Notes, which equates to an initial conversion price of approximately $268.80 per share of

Common Stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Notes will be redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after May 21, 2029 and on or before the 41st scheduled trading day immediately before the maturity date but only if the last reported sale price per share of the Common Stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such redemption notice. The Company may not call less than all of the outstanding Notes for redemption unless the excess of the principal amount of Notes outstanding as of the time it sends the related redemption notice over the aggregate principal amount of Notes set forth in such redemption notice as being subject to redemption is at least $75.0 million. The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note (or any other Note deemed called for redemption in accordance with the Indenture), in which case the conversion rate applicable to the conversion of such Note(s) will be increased in certain circumstances if they are converted with a conversion date on or after the date the Company sends the related redemption notice to, and including, the business day immediately before the related redemption date.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception, noteholders may require the Company to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) a default in the Company’s obligation to convert a Note upon the exercise of the conversion right with respect thereto, if such default is not cured within five business days after its occurrence; (iv) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (v) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $75,000,000 in the aggregate; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then all amounts due under the Notes will immediately become due and payable. If any other Event of Default occurs and is continuing, the Trustee or noteholders of at least 25% of the aggregate principal amount of Notes may declare all amounts due under the Notes due and payable. In respect of certain failures by the Company to comply with certain reporting covenants in the Indenture, the Company may elect that the sole remedy for up to 365 days following such Event of Default be the payment of special interest in an amount not exceeding 0.50% per annum on the principal amount of the Notes.

The above description of the Indenture and the Notes is a summary and is not complete. Copies of the Base Indenture, the Supplemental Indenture and the form of the certificate representing the Notes are filed as exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Indenture and the Notes set forth in such exhibits.

Concurrent Delta Placement Underwriting Agreement

On May 13, 2026, the Company, in connection with the Notes Offering, entered into an underwriting agreement (the “Delta Underwriting Agreement”) with Morgan Stanley & Co. LLC, as underwriter (the “Delta Underwriter”), relating to the offer by the Delta Underwriter of 281,250 shares of the Company’s Common Stock, borrowed from non-affiliate third parties to facilitate hedging transactions by certain investors subscribing for the Notes (the “Concurrent Delta Offering”). The Concurrent Delta Offering was completed on May 18, 2026. The Company received no proceeds from sales by the Delta Underwriter in the Concurrent Delta Offering, and no new shares of Common Stock were issued for the Concurrent Delta Offering.

The shares of Common Stock were offered and sold in an offering registered under the Securities Act, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-286998), as supplemented by a preliminary prospectus supplement dated May 13, 2026, the pricing term sheet dated May 13, 2026 and a final prospectus supplement dated May 13, 2026.

The Delta Underwriting Agreement includes customary representations, warranties and covenants. Under the terms of the Delta Underwriting Agreement, the Company has agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in respect of those liabilities. The representations, warranties and covenants contained in such agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.

The above description of the Delta Underwriting Agreement is a summary and is not complete. A copy of the Delta Underwriting Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Delta Underwriting Agreement set forth in such exhibit.

Amendment to Revolving Credit Facility

On May 13, 2026, the Company entered into an amendment (“Amendment No. 4”) to the Company’s existing Credit Agreement, dated as of October 31, 2024 (as amended, the “Revolving Credit Facility”), by and among the Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., in its capacity as administrative agent. Amendment No. 4 amends the Revolving Credit Facility to permit the Company to issue the Notes.

The above description of Amendment No. 4 is a summary and is not complete. A copy of Amendment No. 4 is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Revolving Credit Facility.

Item 2.03.

Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.

The disclosure set forth in Item 1.01 above under the caption “Convertible Notes-Indenture and Notes” is incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

No.

Description

1.1

Underwriting Agreement, dated as of May 13, 2026, by and among Willis Lease Finance Corporation and Morgan Stanley & Co. LLC, BofA Securities, Inc. and Deutsche Bank Securities Inc. (Notes Offering).

1.2

Underwriting Agreement, dated as of May 13, 2026, by and between Willis Lease Finance Corporation and Morgan Stanley & Co. LLC. (Concurrent Delta Offering).

4.1

Base Indenture, dated May 18, 2026, by and between Willis Lease Finance Corporation and U.S. Bank Trust Company, National Association, as Trustee.

4.2

Supplemental Indenture, dated May 18, 2026, by and between Willis Lease Finance Corporation and U.S. Bank Trust Company, National Association, as Trustee.

4.3

Form of 2.50% Convertible Senior Note due 2031 (included as Exhibit A to Exhibit 4.2).

5.1

Opinion of Milbank LLP (Notes Offering).

5.2

Opinion of Milbank LLP (Concurrent Delta Offering).

23.1

Consent of Milbank LLP (Included in Exhibit 5.1).

23.2

Consent of Milbank LLP (Included in Exhibit 5.2).

10.1

Amendment No. 4 to Revolving Credit Facility, by and among the Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., in its capacity as administrative agent.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 its undersigned duly authorized officer.

WILLIS LEASE FINANCE CORPORATION

Date: May 18, 2026

By:

/s/ Scott B. Flaherty

Name:

Scott B. Flaherty

Title:

Executive Vice President and Chief Financial Officer

EX-1.1

Filename: d135974dex11.htm · Sequence: 2

EX-1.1

Exhibit 1.1

UNDERWRITING AGREEMENT

WILLIS LEASE FINANCE CORPORATION

$200,000,000 2.50% Convertible Senior Notes Due 2031

May 13, 2026

Morgan Stanley & Co. LLC

BofA Securities, Inc.

Deutsche Bank Securities Inc.

as Representatives of the several

Underwriters listed in Schedule I hereto

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York

10036

c/o BofA Securities, Inc.

One Bryant

Park

New York, New York 10036

c/o Deutsche

Bank Securities Inc.

1 Columbus Circle

New York, New York 10019

Ladies and Gentlemen:

Willis Lease Finance Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several

Underwriters named in Schedule I hereto (the “Underwriters”) $200,000,000 principal amount of 2.50% Convertible Senior Notes due 2031 (the “Firm Securities”). The Company also proposes to issue and sell,

solely to cover over-allotments in the sale of the Firm Securities by the Underwriters, to the several Underwriters not more than an additional $30,000,000 principal amount of 2.50% Convertible Senior Notes due 2031 (the “Additional

Securities”), if and to the extent that Morgan Stanley & Co. LLC (“Morgan Stanley”), BofA Securities, Inc. (“BofA”), and Deutsche Bank Securities Inc. (“Deutsche

Bank” and, together with Morgan Stanley and BofA, the “Representatives”), as representatives of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional

Securities granted to the Underwriters in Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities.” The Securities will be convertible at the option of

the holder, upon the occurrence of certain events and during specified periods, into cash or a combination of cash and shares of Common Stock, par value $0.01 per share (the “Common Stock”), at the Company’s election, based

on the applicable conversion rate, in accordance with the terms of the Securities and the Indenture. The Securities will be issued pursuant to an indenture (the “Base Indenture”), as supplemented by a supplemental indenture (the

Base Indenture, as so supplemented, the “Indenture”), in each case, to be dated as of the Closing Date (as defined below) between the Company and U.S. Bank Trust Company, National Association, as trustee (the

“Trustee”).

Substantially concurrently with the offering of the Securities, shares of Common Stock (the

“Delta Common Stock”) are being offered and sold (the “Concurrent Delta Offering”) by Morgan Stanley & Co. LLC, acting as underwriter (the “Delta Underwriter”), acting on behalf of

itself and/or its affiliates, to facilitate hedging transactions by certain investors subscribing for the Securities (the “Convertible Arbitrage Investors”). The offering of the Securities is contingent upon the completion of the

Concurrent Delta Offering, and the Concurrent Delta Offering is contingent upon the completion of the offering of the Securities. It is expected that the Delta Common Stock to be sold by the Delta Underwriter in the Concurrent Delta Offering will be

borrowed from non-affiliate third parties and will be (x) sold short by the Delta Underwriter to facilitate concurrent privately negotiated transactions between the Delta Underwriter (and/or its

affiliates) with certain Convertible Arbitrage Investors seeking a short exposure to Shares of Common Stock through a derivative, in an equivalent notional amount and/or (y) purchased by the Delta Underwriter from certain Convertible Arbitrage

Investors who have sold them short to the Delta Underwriter in connection with the Notes Offering. The Company and the Delta Underwriter are entering into a separate underwriting agreement dated the date hereof with respect to the Concurrent Delta

Offering (the “Delta Underwriting Agreement”). For the avoidance of doubt, there is no new issuance of Common Stock in the Concurrent Delta Offering.

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-286998), including a preliminary prospectus, relating to the securities (the “Shelf Securities”), including the Securities, to be

issued from time to time by the Company. The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A

or Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”; the prospectus covering the Shelf Securities in the form first used

to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Basic

Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by

the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of the

Prospectus.

For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the

Securities Act, “Time of Sale Prospectus” means the preliminary prospectus, as amended or supplemented immediately prior to the Applicable Time, together with the documents and pricing information set forth in Schedule II

hereto, “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person and

“Applicable Time” is 10:45 p.m. (New York City time) on May 13, 2026. As used herein, the terms “Registration Statement,” “Basic Prospectus,” “preliminary prospectus,” “Time of Sale

Prospectus” and “Prospectus” shall include the

documents, if any, incorporated by reference therein as of the date hereof. The terms “supplement,” “amendment,” and “amend” as used

herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein.

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

(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration

Statement is in effect, and no proceedings for such purpose or pursuant to Section 8A under the Securities Act are pending before or, to the Company’s knowledge, threatened by the Commission.

(b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of

Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and the Trust Indenture Act (as defined below), (ii) the

Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material

fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, as of the date of such amendment or

supplement, will comply in all material respects with the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), (iv) the Time of

Sale Prospectus does not, and at the time of each sale of the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 3), the Time of Sale

Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under

which they were made, not misleading, (v) each broadly available road show, if any, and “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act), if any, when considered together with the Time of Sale

Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) the

Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make

the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to (i) that part of the Registration Statement that

constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements or omissions in the Registration Statement, the Time of Sale

Prospectus or the Prospectus based upon the Underwriter Information (as defined below).

the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance

with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or

that was prepared by or on behalf of or used or referred to by the Company complies or, if used after the effective date of this Agreement, will comply, as of the date of such filing, in all material respects with the applicable requirements of the

Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each furnished to the Representatives

before first use, the Company has not prepared, used or referred to, and will not, without the Representatives’ prior consent, prepare, use or refer to, any free writing prospectus.

(d) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State

of Delaware, has the corporate power and authority to own or lease its property and to conduct its business as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business

and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, singly

or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(e) Each subsidiary of the Company has been duly incorporated, organized or formed, is validly existing as a corporation or

other business entity in good standing under the laws of the jurisdiction of its incorporation, organization or formation, has the corporate or other business entity power and authority to own or lease its property and to conduct its business as

described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing

of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Company and its

subsidiaries, taken as a whole; all of the issued shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and

non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

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

(g) The Indenture has been duly authorized by the Company and, when duly

executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be

limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”), and

the Indenture conforms in all material respects to the requirements of the Trust Indenture Act.

(h) The authorized capital

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

(i) Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be

convertible at the option of the holder, upon the occurrence of certain events and during specified periods, into cash or a combination of cash and shares of Common Stock, at the Company’s election, based on the applicable conversion rate, in

accordance with the terms of the Securities and the Indenture. A number of shares of Common Stock equal to the product of (x) the quotient obtained by dividing the principal amount of Securities (assuming the Underwriters exercise their option

to purchase Additional Securities in full) by $1,000 and (y) the conversion rate for the Securities (assuming the maximum increase to such conversion rate for a conversion of Securities in connection with a “make-whole fundamental

change,” as described in the Indenture) (the “Maximum Number of Underlying Securities”) have been duly authorized and reserved for issuance by the Company upon any conversions of the Securities in accordance with the terms

of the Securities and the Indenture and, if and when issued upon any conversion of the Securities in accordance with the terms of the Securities and the Indenture, will be validly issued, fully paid and

non-assessable; no holder of such shares will be subject to personal liability by reason of being such a holder; and the issuance of such shares upon any such conversion will not be subject to the preemptive

or other similar rights under the Delaware General Corporation Law, the charter of the Company or any agreement to which the Company or any of its subsidiaries is a party, or otherwise created by the Company.

(j) The shares of Common Stock outstanding prior to the issuance of the Securities have been duly authorized and are validly

issued, fully paid and non-assessable.

(k) The Securities have been duly

authorized and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for in accordance with the terms of this Agreement, will be validly issued and outstanding and will constitute valid and legally binding

obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

(l) The Delta Underwriting Agreement has been duly authorized, executed and

delivered by the Company.

(m) The execution and delivery by the Company of, and the performance by the Company of its

obligations under, each of this Agreement, the Delta Underwriting Agreement, the Indenture, and the Securities (collectively, the “Transaction Documents”) and the issuance and sale of the Securities (including the issuance of any

shares of Common Stock upon conversion thereof) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws of the Company, (iii) any agreement or

other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction

over the Company or any subsidiary, except that in the case of clauses (i), (iii) and (iv) as would not singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole,

or on the power and ability of the Company to perform its obligations under the Transaction Documents or the Delta Underwriting Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body, agency or

court is required for the execution and delivery by the Company of, and the performance by the Company of its obligations under, each of the Transaction Documents, except (x) such as shall have been obtained or waived, and (y) such as may

be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities.

(n) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in

the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus.

(o) There are no legal or governmental proceedings pending or, to the Company’s knowledge, threatened to which the

Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings accurately described in all material respects in each of the Registration Statement,

the Time of Sale Prospectus and the Prospectus and proceedings that would not reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of

the Company to perform its obligations under the Transaction Documents or to consummate the transactions contemplated by each of the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) that are required to be

described in all material respects in the Registration Statement, the Time of Sale Prospectus or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents to which the Company or any of its

subsidiaries is subject or by which the Company or any of its subsidiaries is bound that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration

Statement that are not described in all material respects or filed as required.

(p) Each preliminary prospectus filed as part of the Registration Statement

as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission

thereunder.

(q) The Company is not, and after giving effect to the offering and sale of the Securities and the application

of the proceeds thereof as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, will not be, required to register as an “investment company” as such term is defined in the Investment Company

Act of 1940, as amended.

(r) None of the transactions contemplated by the Transaction Documents (including the application

of the proceeds of the offering of the Securities) will violate or result in a violation of Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(s) (i) The Company and each of its subsidiaries (x) are, and have been, in compliance with any and all applicable

foreign, federal, state and local laws (including common laws) and regulations, requirements, judgments, decrees and orders relating to the environment, hazardous or toxic substances, wastes, pollutants, chemicals or contaminants

(“Hazardous Substances”) or the protection of human health and safety (collectively, “Environmental Laws”), (y) have received all permits, licenses or other approvals required of them under applicable

Environmental Laws to conduct their respective businesses and are and have been in compliance with all terms and conditions of any such permit, license or approval, and (z) have not received notice or claim of any actual or potential liability,

obligation or violation under or relating to any Environmental Law or Hazardous Substances, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, claim, liability, obligation or violation,

and (ii) there are no costs, obligations or liabilities associated with Environmental Laws or Hazardous Substances (including, without limitation, any capital or operating expenditures required for

clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties), except

in the case of each of (i) and (ii) above for any such matters as would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(t) Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (x) there is no

proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Law in which a governmental entity is also a party, other than such proceeding in which it is reasonably believed

no monetary sanctions of $300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws,

that could reasonably be expected to have a material effect on the capital expenditures, earning or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates any material capital

expenditures relating to any Environmental Laws.

(u) There are no contracts, agreements or understandings between the Company

and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Securities

registered pursuant to the Registration Statement.

(v) (i) None of the Company or any of its subsidiaries or affiliates,

or any director, officer, or employee thereof, or, to the Company’s knowledge, any agent or representative of the Company or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of an offer, payment,

promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any person to improperly influence official action by that person for the benefit of the

Company or its subsidiaries or affiliates, or to otherwise secure any improper advantage, or to any person in violation of (a) the U.S. Foreign Corrupt Practices Act of 1977, (b) the UK Bribery Act 2010, and (c) any other applicable law,

regulation, order, decree or directive having the force of law and relating to bribery or corruption (collectively, the “Anti-Corruption Laws”).

(w) The operations of the Company and each of its subsidiaries are and have been conducted at all times in material compliance

with all applicable anti-money laundering laws, rules, and regulations, including the financial recordkeeping and reporting requirements contained therein, and including the Bank Secrecy Act of 1970, applicable provisions of the USA PATRIOT Act of

2001, the Money Laundering Control Act of 1986, and the Anti-Money Laundering Act of 2020, (collectively, the “Anti-Money Laundering Laws”).

(x) (i) None of the Company, any of its subsidiaries, or any director, officer or employee thereof, or, to the Company’s

knowledge, any agent, affiliate, or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are:

(A) the subject of any sanctions administered or enforced by the United States Government (including the U.S. Department of the

Treasury’s Office of Foreign Assets Control and the U.S. Department of State), the United Nations Security Council, the European Union, His Majesty’s Treasury, or any other relevant sanctions authority (collectively,

“Sanctions”), or

(B) located, organized or resident in a country or territory that is the subject of

comprehensive territorial Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or any

other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea and Syria).

(ii) The Company and each of its subsidiaries, (a) have not, since the more recent of

April 24, 2019 or 10 years prior to the date of the Agreement, engaged in, (b) are not now engaged in, and (c) will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the

dealing or transaction is or was, or whose government is or was, the subject of Sanctions.

(y) The Company will not,

directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(i)

to fund or facilitate any activities or business of or with any Person or in any country or territory that, at

the time of such funding or facilitation, is, or whose government is, the subject of Sanctions;

(ii)

to fund or facilitate any money laundering or terrorist financing activities; or

(iii)

in any other manner that would cause or result in a violation of any Anti-Corruption Laws, Anti-Money

Laundering Laws, or Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(z) The Company and its subsidiaries have conducted and will conduct their businesses in compliance with the Anti-Corruption

Laws, the Anti-Money Laundering Laws, and Sanctions, and no investigation, inquiry, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with

respect to the Anti-Corruption Laws, the Anti-Money Laundering Laws or Sanctions is pending or, to the knowledge of the Company, threatened. The Company and its subsidiaries and affiliates have instituted and maintained and will continue to

maintain policies and procedures reasonably designed to promote and achieve compliance with the Anti-Corruption Laws, the Anti-Money Laundering Laws, Sanctions, and with the representations and warranties contained herein.

(aa) (i) The Company and its subsidiaries own or have a valid license to all patents, inventions, copyrights, know how

(including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and all other worldwide intellectual property and proprietary

rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing) (collectively, “Intellectual Property Rights”) used in or reasonably necessary to the conduct of

their businesses as currently conducted; (ii) the Intellectual Property Rights owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company and its subsidiaries, are

valid,

subsisting and, to the Company’s knowledge, enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the

validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property

Rights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iv) to the Company’s knowledge, no Person

is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company or any of its subsidiaries that, singly or in the aggregate, would reasonably be

expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole; (v) neither the Company nor any of its subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or

otherwise violated, any Intellectual Property Rights that, singly or in the aggregate, would reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole; (vi) all employees or contractors

engaged in the development of Intellectual Property Rights on behalf of the Company or any subsidiary of the Company have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and

interest in and to such Intellectual Property Rights to the Company or the applicable subsidiary, and to the Company’s knowledge, no such agreement has been breached or violated; and (vii) the Company and its subsidiaries use, and have

used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

(bb) Except as would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company

and its subsidiaries, taken as a whole, (i) the Company and its subsidiaries use and have used any and all software and other materials distributed under a “free,” “open source,” or similar licensing model (including but

not limited to the MIT License, Apache License, GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Software”) in compliance with all license terms applicable to such

Open Source Software; and (ii) neither the Company nor any of its subsidiaries uses or distributes or has used or distributed any Open Source Software in any manner that requires or has required (A) the Company or any of its subsidiaries

to permit reverse engineering of any software code or other technology owned by the Company or any of its subsidiaries or (B) any software code or other technology owned by the Company or any of its subsidiaries to be (1) disclosed or

distributed in source code form, (2) licensed for the purpose of making derivative works or (3) redistributed at no charge.

(cc) (i) The Company and each of its subsidiaries have complied and are presently in compliance with all internal and

external privacy policies, contractual obligations, industry standards, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority and any other legal obligations, in

each case, relating to the collection, use, transfer, import, export, storage, protection, disposal, disclosure and processing by the

Company or any of its subsidiaries of personal, personally identifiable, household, sensitive, confidential or regulated data or information (“Data Security Obligations”, and

such data or information, “Data”); (ii) the Company and its subsidiaries have not received any notification of or complaint regarding and are unaware of any other facts that, individually or in the aggregate, would reasonably

indicate non-compliance with any Data Security Obligation; and (iii) there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or threatened alleging non-compliance with any Data Security Obligation.

(dd) The Company and each of its

subsidiaries have taken all necessary technical and organizational measures designed to protect the information technology systems and Data (including the Data of their respective customers, employees, suppliers, vendors and any third-party Data

maintained, stored or processed by or on behalf of the Company and its subsidiaries) used in connection with the operation of the Company’s and its subsidiaries’ businesses (“IT Systems and Data”), which are adequate

for, and operate and perform in all material respects as required in connection with, the operation of the Company’s and its subsidiaries’ business, free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and

other corruptants. Without limiting the foregoing, the Company and its subsidiaries have used reasonable efforts to establish and maintain, and have established, maintained, implemented and complied with, reasonable information technology,

information security, cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans,

consistent with industry standards and practices, that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or

relating to any IT Systems and Data used in connection with the operation of the Company’s and its subsidiaries’ businesses (“Breach”). There has been no material Breach, and the Company and its subsidiaries have not

been notified of and have no knowledge of any event or condition that would reasonably be expected to result in, any such material Breach.

(ee) The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed

through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole) and have paid all

taxes required to be paid thereon (except for cases in which the failure to file or pay would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, or, except as currently being

contested in good faith and for which reserves required by generally accepted accounting principles (“U.S. GAAP”) have been created in the financial statements of the Company), and no tax deficiency has been determined adversely

to the Company or any of its subsidiaries which, singly or in the aggregate, has had (nor does the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely

to the Company or its subsidiaries and which could reasonably be expected to have) a material adverse effect on the Company and its subsidiaries, taken as a whole.

(ff) The financial statements included or incorporated by reference in each

of the Registration Statement, the Time of Sale Prospectus and the Prospectus, together with the related schedules and notes thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and

present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates shown and its results of operations and cash flows for the periods shown, and such financial statements have been

prepared in conformity with U.S. GAAP applied on a consistent basis throughout the periods covered thereby except for any normal year-end adjustments in the Company’s quarterly financial statements. The

other financial information included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all

material respects the information shown thereby. The statistical, industry-related and market-related data included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus are based on or derived from sources which the

Company reasonably and in good faith believes are reliable and accurate and such data is consistent with the sources from which they are derived, in each case in all material respects.

(gg) Grant Thornton LLP, who have certified certain financial statements of the Company and its subsidiaries and delivered its

report with respect to the audited consolidated financial statements and schedules filed with the Commission as part of the Registration Statement and included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, is

an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board

(United States).

(hh) The Company and each of its subsidiaries maintain a system of internal accounting controls designed

to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in

conformity with U.S. GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with

the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration

Statement is accurate. Since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no

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

(ii) 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 communicated to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are

effective in all material respects.

(jj) The interactive data in eXtensible Business Reporting Language included or

incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(kk) The Company has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause or

result in any stabilization or manipulation of the price of the Securities.

(ll) The Company (i) has not alone

engaged in any Testing-the-Waters Communication with any person other than

Testing-the-Waters Communications with the consent of the Representatives with entities that are reasonably believed to be qualified institutional buyers within the

meaning of Rule 144A under the Securities Act or institutions that are reasonably believed to be accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives

to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Testing-the-Waters

Communication that is a written communication within the meaning of Rule 405 under the Securities Act other than those listed on Schedule III hereto.

“Testing-the-Waters Communication” means any communication with potential investors undertaken in reliance on Section 5(d) or Rule 163B of the

Securities Act.

(mm) Each Transaction Document conforms in all material respects to the description thereof contained in

each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(nn) As of the time of each sale of

the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers, none of (A) the Time of Sale Prospectus, (B) any free writing prospectus, when considered together with the Time of Sale

Prospectus, and (C) any individual Testing-the-Waters Communication, when considered together with the Time of Sale Prospectus, included, includes or will include

an untrue statement of a material fact or omitted, omits, or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis

of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Securities set forth in

Schedule I hereto opposite its name at a price equal to 97% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from May 18, 2026 to the Closing Date.

On the basis of the representations and warranties contained in this Agreement, and subject

to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to $30,000,000 principal amount of Additional Securities at

the Purchase Price plus accrued interest, if any, from May 18, 2026 to the date of payment and delivery. Such option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. The Representatives may

exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the principal amount of Additional Securities

to be purchased by the Underwriters and the date on which such Additional Securities are to be purchased (which may be the Closing Date (as defined below)). Each purchase date must be at least one business day after the written notice is given and

may not be earlier than the Closing Date nor later than ten business days after the date of such notice. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees,

severally and not jointly, to purchase the principal amount of Additional Securities (subject to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives may determine) that bears the same proportion to the

total principal amount of Additional Securities to be purchased on such Option Closing Date as the principal amount of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total principal amount of

Firm Securities.

3. Payment and Delivery. Payment for the Firm Securities shall be made to the Company in Federal or other funds

immediately available in New York City against delivery of such Firm Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on May 18, 2026, or at such other time on the same or such other date,

not later than the fifth business day thereafter, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.”

Payment for any Additional Securities shall be made to the Company in Federal or other funds immediately available in New York City against

delivery of such Additional Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on

such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by the Representatives.

The Firm Securities and Additional Securities shall be registered in such names and in such denominations as the Representatives shall request

not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Securities and Additional Securities shall be delivered to the nominee of The Depository Trust Company

(“DTC”) on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters in the

form of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the transfer of the

Securities to the Underwriters duly paid by the Company, against payment of the Purchase Price therefor. The Global Note will be made available for inspection by the Representatives at the office of Morgan Stanley & Co. LLC set forth above

not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Option Closing Date, as the case may be.

4. Conditions to the Underwriters’ Obligations.

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

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

(i) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose

or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission;

(ii)

there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded

any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and

(iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial

or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the Representatives’ judgment, is material and adverse and that makes

it, in the Representatives’ judgment, impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus.

(b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive

officer of the Company, to the effect set forth in Sections 4(a)(i) and 4(a)(ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the

Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

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

negative assurance letter of Milbank LLP, outside counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.

(d) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Davis Polk &

Wardwell LLP, counsel for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.

With respect to the negative assurance letters to be delivered pursuant to Section 4(c) above, Milbank LLP and Davis Polk &

Wardwell LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and

discussion of the contents thereof, but are without independent check or verification, except as specified.

The opinion of Milbank LLP

described in Section 4(c) above shall be rendered to the Underwriters at the request of the Company and shall so state therein.

(e) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or

the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Grant Thornton LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’

“comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter

delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

(f) The Lock-up Agreements between the Representatives and certain shareholders,

officers and directors of the Company shall be in full force and effect on the Closing Date.

(g) The Securities shall be

eligible for clearance and settlement through DTC.

(h) A number of shares of Common Stock equal to the Maximum Number of

Underlying Securities shall have been approved for listing on the Nasdaq Global Market, subject to official notice of issuance.

(i) All conditions to closing under the Delta Underwriting Agreement on the Closing Date shall have been satisfied or waived

and the closing of the transactions to be consummated on the Closing Date under the Delta Underwriting Agreement shall have occurred substantially concurrently with the consummation of the sale and purchase of the Firm Securities on the Closing

Date.

(j) The several obligations of the Underwriters to purchase Additional

Securities hereunder are subject to the delivery to the Representatives on the applicable Option Closing Date of the following:

(i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the

certificate delivered on the Closing Date pursuant to Section 4(b) hereof remains true and correct as of such Option Closing Date;

(ii) an opinion and negative assurance letter of Milbank LLP, outside counsel for the Company, dated the Option Closing Date,

relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 4(c) hereof;

(iii) an opinion and negative assurance letter of Davis Polk & Wardwell LLP, counsel for the Underwriters, dated the

Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 4(d) hereof;

(iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Grant Thornton LLP,

independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 4(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; and

(v) such other documents as the Representatives may reasonably request with respect to the good standing of the Company, the

due authorization and issuance of the Additional Securities to be sold on such Option Closing Date.

5. Covenants of the Company.

The Company covenants with each Underwriter as follows:

(a) To furnish to the Representatives, without charge, signed

copies of the Registration Statement (including exhibits thereto and documents incorporated by reference, all of which may be an electronic facsimile) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without

exhibits thereto) and to furnish to the Representatives in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(e)

or 5(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, and any supplements and amendments thereto or to the Registration Statement as the Representatives may reasonably request.

(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to

the Representatives a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Representatives reasonably object in writing, and to file with the Commission within the applicable

period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object.

(d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission

pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not

yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of

counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer

upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is

delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will

comply with applicable law.

(f) If, during such period after the first date of the public offering of the Securities as in

the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall

occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule

173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with

the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Company) to which Securities may have been sold by the Representatives on behalf of the

Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu

thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

(g) To endeavor to qualify the Securities for offer and sale under the

securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request.

(h) To make generally

available (which may be satisfied by filing with the Commission on its Electronic Data Gathering Analysis and Retrieval System) to the Company’s security holders and to the Representatives as soon as practicable an earnings statement covering

a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the

Commission thereunder.

(i) If at any time following the distribution of any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act there occurred or occurs an event or development as a result of which such Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make

the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

(j) To prepare a final term sheet relating to this offering of the Securities and the Concurrent Delta Offering in a form

approved by the Representatives (as set forth in Annex I hereto) and to file such term sheet pursuant to and within the time required by Rule 433(d) under the Securities Act.

(k) The Company will not take any action prohibited by Regulation M under the Exchange Act in connection with the distribution

of the Securities contemplated hereby.

(l) The Company will reserve and keep available at all times, free of preemptive

rights, a number of shares of Common Stock equal to the Maximum Number of Underlying Securities. The Company will use its reasonable best efforts to effect and maintain the listing of a number of shares of Common Stock equal to the Maximum Number of

Underlying Securities of the Securities then outstanding on the Nasdaq Global Market.

(m) The Company will assist the

Underwriters in arranging for the Securities to be eligible for clearance and settlement through DTC.

(n) Between the date

hereof and the later of (i) the Closing Date and (ii) the Option Closing Date, if any, that is latest in time, the Company will not do or authorize any act or thing that would, if it occurred after such date, result in an adjustment of the

Conversion Rate (as such term is defined in the Indenture) for the Securities, provided, that this clause (n) shall not prohibit a 3 for 1 forward split that becomes effective on or after the close of business on the Closing Date on the terms

described in the Time of Sale Prospectus.

The Company also covenants with each Underwriter that, without the prior written consent of

the Representatives on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during the period ending 60 days after the date of the Prospectus (the “Company Restricted Period”),

(1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any

shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of

ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with

the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

The restrictions contained in the preceding paragraph shall not apply to (A) the Securities to be sold hereunder and any shares of Common

Stock issued upon conversion of the Securities, (B) the registration of the shares of Common Stock offered in the Concurrent Delta Offering under the Securities Act, (C) the issuance by the Company of shares of Common Stock upon the

exercise of an option or warrant or the conversion of a security outstanding on the date hereof or the settlement of restricted stock awards as described in each of the Time of Sale Prospectus and Prospectus, provided that the Company shall cause

each recipient of such grant, if any, to execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto if such recipient has not already delivered one, (D) the reacquisition or withholding of all or a

portion of shares of Common Stock subject to a stock award to satisfy a tax withholding obligation of the Company in connection with the vesting or exercise of such stock award or to satisfy the purchase price or exercise price of such stock award,

(E) the filing of a registration statement on Form S-8 to register shares of Common Stock issuable pursuant to any employee benefit plans, qualified stock option plans or other employee compensation

plans, described in the Time of Sale Prospectus, (F) any shares of Common Stock issuable pursuant to any non-employee director stock compensation plan or program described in the Time of Sale Prospectus,

(G) shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock, or the entrance into an agreement to issue shares of Common Stock or any securities convertible into, or exercisable or

exchangeable for, shares of Common Stock, in connection with any merger, joint venture, strategic alliances, commercial or other collaborative transaction or the acquisition or licenses of the business, property, technology or other assets of

another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided that the aggregate number of shares of Common Stock or any other securities convertible into, or exercisable or

exchangeable for, shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (G) shall not exceed 10% of the total outstanding share capital of the Company immediately following the issuance of the Securities;

and

provided further, that the recipients of any such shares of Common Stock and securities issued pursuant to this clause (G) during the Company Restricted Period shall enter into an agreement

substantially in the form of Exhibit A hereto on or prior to such issuance, (H) grants of compensatory equity-based awards, and/or the issuance of shares of Common Stock or securities with respect thereto, made pursuant to compensatory

equity-based plans as described in the Time of Sale Prospectus or (I) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule

10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Company Restricted Period and

(ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect

that no transfer of Common Stock may be made under such plan during the Company Restricted Period.

6. Expenses. Whether or not the

transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the

fees, disbursements and expenses of the Company’s counsel, the Company’s accountants and in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the

preparation and filing of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the

foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and

delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Securities

under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(g) hereof, including filing fees and the reasonably incurred fees and

disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) the costs and charges of any trustee, transfer agent, registrar or depositary, (v)

the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the

preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval

of the Company, (vi) the document production charges and expenses associated with printing this Agreement and (vii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is

not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8 entitled “Indemnity and Contribution” and the last paragraph of Section 10 below, the Underwriters will pay all

of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

7. Covenants of the Underwriters. Each Underwriter, severally and not jointly,

covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be

required to be filed by the Company thereunder, but for the action of the Underwriter.

8. Indemnity and Contribution. (a) The

Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any

Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with

defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary

prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file,

pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or

necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance

upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information

furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (c) below.

(b) The Company also agrees to indemnify and hold harmless Morgan Stanley and each person, if any, who controls Morgan Stanley

within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and judgments incurred as a result of Morgan Stanley’s participation as

a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority in connection with the offering of the Securities, except for any losses, claims, damages, liabilities, and judgments

resulting from Morgan Stanley’s, or such controlling person’s, willful misconduct.

hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act

from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are

based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any

issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, or the Prospectus or any

amendment or supplement thereto, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference

to information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free

writing prospectus, road show, or the Prospectus or any amendment or supplement thereto, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus

furnished on behalf of each Underwriter: the third paragraph regarding the Underwriters’ offering of the Securities, the first sentence of the eighth paragraph regarding the Underwriters’ market-making activities, and the first and

second sentences of the twelfth paragraph concerning the Underwriters’ stabilization activities under “Underwriting” (such information, the “Underwriter Information”).

(d) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of

which indemnity may be sought pursuant to Section 8(a) or 8(c), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in

writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such

proceeding and shall pay the reasonably incurred fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such

counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed in writing to the retention of such counsel or (ii) the named parties to any such proceeding

(including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is

understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than

one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are

affiliates of any Underwriter within the meaning of

Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the

Registration Statement and each person, if any, who controls the Company within the meaning of either such Section and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the

Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by the Representatives. In the case of any such separate firm for the Company, and such directors, officers and control persons of the

Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment

for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall

have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of

any proceeding effected without its written consent if (i) such settlement is entered into more than 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 of any pending or threatened proceeding in respect

of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims

that are the subject matter of such proceeding and does not include any statement as to any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding anything contained herein to the contrary, if

indemnity may be sought pursuant to this Section 8(d) in respect of such action or proceeding, then in addition to such separate firm for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of

not more than one separate firm (in addition to any local counsel) for Morgan Stanley in its capacity as a “qualified independent underwriter” and all persons, if any, who control Morgan Stanley within the meaning of either

Section 15 of the Securities Act or Section 20 of the Exchange Act.

(e) To the extent the indemnification

provided for in Section 8(a) or 8(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying

such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits

received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 8(d)(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 8(d)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements

or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection

with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (after deducting underwriting commissions and discounts but before deducting expenses) received by

the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Purchase Price of the Securities. The relative fault of the

Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact

relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective

obligations to contribute pursuant to this Section 8 are several in proportion to the respective principal amount of Securities they have purchased hereunder, and not joint.

(f) The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this

Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in

Section 8(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(e) shall be deemed to include, subject to the limitations set forth above, any legal or

other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in

excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of

such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not

guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(g) The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other

statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person

controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Securities.

9. Termination. The Underwriters may terminate this Agreement by notice given by the

Representatives to the Company, if after the execution and delivery of this Agreement and prior to or on the Closing Date or any Option Closing Date, as the case may be, (i) trading generally shall have been suspended or materially limited on,

or by, as the case may be, any of the New York Stock Exchange, the NYSE American, the Nasdaq Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade or other relevant exchanges,

(ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in

securities settlement, payment or clearance services in the United States or other relevant jurisdiction shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities

or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the Representatives’ judgment, is material and adverse and which, singly or together with

any other event specified in this clause (v), makes it, in the Representatives’ judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Time

of Sale Prospectus or the Prospectus.

10. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the

execution and delivery hereof by the parties hereto.

If, on the Closing Date or an Option Closing Date, as the case may be, any one or

more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but

failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions

that the principal amount of Firm Securities set forth opposite their respective names in Schedule I bears to the aggregate principal amount of Firm Securities set forth opposite the names of all such

non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to

purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Securities and the

aggregate principal amount of Firm Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Firm Securities to be purchased on such date, and

arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the

required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or

arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Securities and the aggregate principal amount of

Additional Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Additional Securities to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Securities to be sold on such Option Closing Date or (ii) purchase not less than the

principal amount of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any

defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be

terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform

its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable and documented, out of pocket expenses (including

the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

11. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements

(to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale

Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Securities.

(b) The Company

acknowledges that in connection with the offering of the Securities: (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the

Company only those duties and obligations set forth in this Agreement, any contemporaneous written agreements and prior written agreements (to the extent not superseded by this Agreement), if any, (iii) the Underwriters may have interests that

differ from those of the Company, and (iv) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters

with respect to any entity or natural person. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the

Securities.

12. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered

Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer

would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act

Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such

Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and

shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

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

12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution

Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

13. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same

effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic

Transactions Act or other applicable law, e.g., www.Docusign.Com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

14. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

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

deemed a part of this Agreement.

16. Notices. All communications hereunder shall be in writing and effective only upon receipt and

if to the Underwriters shall be delivered, mailed or sent to: Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; Deutsche Bank Securities

Inc., 1 Columbus Circle, New York, New York 10019, Attention: Debt Capital Markets Syndicate, with a copy to General Counsel (dbcapmarkets.gcnotices@list.db.com); and BofA Securities, Inc., One Bryant Park, New York, New York 10036, Attention:

Syndicate Department, with electronic mail copy to dg.ecm_legal@bofa.com, Attention: ECM Legal; and if to the Company shall be delivered, mailed or sent to 4700 Lyons Technology Parkway, Coconut Creek, Florida 33073.

Very truly yours,

Willis Lease Finance Corporation

By:

/s/ Scott B. Flaherty

Name: Scott B. Flaherty

Title: EVP & Chief Financial Officer

Accepted as of the date hereof

Morgan Stanley & Co. LLC

BofA Securities, Inc.

Deutsche Bank Securities Inc.

Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto.

By: Morgan Stanley & Co. LLC

By:

/s/ Freddy Tovo

Name: Freddy Tovo

Title: Vice President

By: BofA Securities, Inc.

By:

/s/ Gary D. Howe

Name: Gary D. Howe

Title: Managing Director

By: Deutsche Bank Securities Inc.

By:

/s/ Natasha Hossain

Name: Natasha Hossain

Title: Director

By:

/s/ Diana Nott

Name: Diana Nott

Title: Managing Director

SCHEDULE I

Underwriter

Principal Amount of Firm

Securities To Be

Purchased

Morgan Stanley & Co. LLC

100,000,000

BofA Securities, Inc.

60,000,000

Deutsche Bank Securities Inc.

40,000,000

Total:

200,000,000

I-1

SCHEDULE II

Time of Sale Prospectus

Preliminary Prospectus issued May 13, 2026.

Pricing Term Sheet in the form as set forth in Annex I hereto.

II-1

SCHEDULE III

Issuer Free Writing Prospectus

Pricing Term Sheet in the form as set forth in Annex I hereto.

Press release of the Company dated May 13, 2026 relating to the announcement of the offering of the

Securities and the proposed Concurrent Delta Offering.

Press release of the Company dated May 13, 2026 relating to the announcement of the pricing of the

Securities and the proposed Concurrent Delta Offering.

III-1

ANNEX I

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333- 286998

Relating to the

Preliminary Prospectus Supplements

Dated May 13, 2026

(To Prospectus Dated May 15, 2025)

PRICING TERM SHEET

May 13, 2026

Willis Lease Finance Corporation

Offerings of

281,250

Shares of Common Stock

and

$200,000,000 2.50% Convertible Senior Notes due 2031

The information in this pricing term sheet supplements (i) Willis Lease Finance Corporation’s (“Willis”) preliminary prospectus

supplement, dated May 13, 2026 (the “Common Stock Preliminary Prospectus Supplement”), relating to an offering of common stock by the underwriter in the delta offering (the “Delta Offering”), and (ii) Willis’

preliminary prospectus supplement, dated May 13, 2026 (the “Convertible Notes Preliminary Prospectus Supplement”), relating to an offering of convertible senior notes by Willis (the “Convertible Notes Offering”), and, in

each case, the accompanying prospectus, dated May 15, 2025, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). This pricing term sheet supersedes the information in the Common Stock

Preliminary Prospectus Supplement and the Convertible Notes Preliminary Prospectus Supplement to the extent inconsistent with the information in the Common Stock Preliminary Prospectus Supplement or the Convertible Notes Preliminary Prospectus

Supplement, respectively. Terms used, but not defined, in this pricing term sheet have the respective meanings set forth in the Common Stock Preliminary Prospectus Supplement and the Convertible Notes Preliminary Prospectus Supplement. As used in

this pricing term sheet, “we,” “our” and “us” refer to Willis and not to its subsidiaries. Willis has increased the size of the Convertible Notes Offering from $175,000,000 to $200,000,000 (or, if the underwriters

of the Convertible Notes Offering fully exercise their over-allotment option to purchase additional Notes, $230,000,000). The final prospectus supplements relating to the Delta Offering and the Convertible Notes Offering will reflect conforming

changes relating to such increase in the size of the Convertible Notes Offering.

Delta Offering

Issuer:

Willis Lease Finance Corporation

Common Stock:

The common stock, $0.01 par value per share, of the Issuer

Securities Offered:

Morgan Stanley & Co. LLC, acting on behalf of itself or its affiliates, is offering and selling 281,250 shares of Common Stock borrowed from non-affiliate third parties to facilitate

hedging transactions by certain investors subscribing for the Notes (as defined below). No new shares of Common Stock will be issued in the Delta Offering.

Ticker/Exchange for the

Common Stock:

WLFC / Nasdaq Global Market

Last Reported Sale Price per Share

the Common Stock on May 13, 2026:

$211.67

Public Offering Price per Share

Common Stock:

Initially, $192.00

Trade Date:

May 14, 2026

Settlement Date:

May 18, 2026, which is the second business day after the Trade Date (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 under the Exchange Act, trades in the

secondary market generally must settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Common Stock sold in the Delta Offering before the business day before the

Settlement Date must, because the Common Stock sold in the Delta Offering initially will settle T+2, specify an alternate settlement cycle at the time of such trade to prevent a failed settlement. Those purchasers should consult their

advisors.

Sole Book-Running Manager:

Morgan Stanley & Co. LLC

CUSIP/ISIN Numbers for the

Common Stock:

CUSIP: 970646105 / ISIN: US9706461053

Convertible Notes Offering

Issuer:

Willis Lease Finance Corporation

Securities:

2.50% Convertible Senior Notes due 2031 (the “Notes”)

Offering Size:

$200,000,000 aggregate principal amount of Notes, plus up to an additional $30,000,000 aggregate principal amount of Notes pursuant to the over-allotment option of the underwriters of the Convertible Notes Offering

Ticker/Exchange for the Common Stock:

WLFC / Nasdaq Global Market

Maturity Date:

May 15, 2031, unless earlier repurchased, redeemed or converted

Interest:

2.50% per annum. Interest will accrue from May 18, 2026 and will be payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026

Regular Record Dates:

May 1 and November 1 of each year, immediately preceding the relevant May 15 and November 15 interest payment date, as the case may be.

Issue Price:

100% of the principal amount per Note

Underwriting Discount:

3.00% of the principal amount of the Notes, and $6,000,000 in the aggregate (or $6,900,000 in the aggregate, if the underwriters of the Convertible Notes Offering fully exercise their over-allotment option)

Trade Date:

May 14, 2026

Settlement Date:

May 18, 2026, which is the second business day after the Trade Date (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 under the Exchange Act, trades in the

secondary market generally must settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes before the business day before the Settlement Date must, because the Notes

initially will settle T+2, specify an alternate settlement cycle at the time of such trade to prevent a failed settlement. Those purchasers should consult their advisors

Use of Proceeds:

We estimate that the net proceeds to us from the Convertible Notes Offering will be approximately $193.1 million (or approximately $222.2 million if the underwriters of the Convertible Notes Offering fully exercise in full

their over-allotment option), after deducting the underwriters’ discounts and commissions and our estimated offering expenses. We intend to use the net proceeds from the issuance of the Notes to temporarily repay amounts outstanding under the

Revolving Credit Facility until deployed for general corporate purposes.

CUSIP / ISIN:

CUSIP: 970646 AA3 / ISIN: US970646AA36

Denominations/Multiple:

$1,000 / $1,000

Last Reported Sale Price per Share

of the Common Stock on May 13, 2026:

$211.67

Initial Conversion Rate:

3.7202 shares of Common Stock per $1,000 principal amount of Notes

Initial Conversion Price:

Approximately $268.80 per share of Common Stock

Conversion Premium:

Approximately 40.0% above the Public Offering Price per Share of Common Stock in the Delta Offering

Joint Book-Running Managers:

Morgan Stanley & Co. LLC

BofA

Securities, Inc.

Deutsche Bank Securities Inc.

Optional Redemption:

We may not redeem the Notes at our option at any time before May 21, 2029. Subject to the terms of the indenture, the Notes will be redeemable, in whole or in part (subject to certain limitations described below), at our option

at any time, and from time to time, on or after May 21, 2029 and on or before the 41st scheduled trading day immediately before the Maturity Date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus

accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of Common Stock exceeds 130% of the conversion price on (i) each of at

least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (ii) the trading day

immediately before the date we send such notice. However, we may not redeem less than all of the outstanding Notes unless at least $75.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time we

send the related redemption notice. In addition, calling any Note for redemption will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased

in certain circumstances if it is converted with a conversion date on or after the date we send the related redemption notice to, and including, the business day immediately before the related redemption date. If we elect to redeem less than all of

the outstanding Notes, then the redemption will not constitute a make- whole fundamental change with respect to the Notes not called for redemption, and holders of the Notes not called for redemption will not be entitled to an increased conversion

rate for such Notes as described above on account of the redemption, except in certain circumstances. See “Description of Notes—Optional Redemption” in the Convertible Notes Preliminary Prospectus Supplement.

Increase in Conversion Rate in

Connection with a Make-Whole

Fundamental Change:

If a make-whole fundamental change occurs and the conversion date for the conversion of a Note occurs during the related make-whole fundamental change conversion period, then, subject to the provisions described in the Convertible

Notes Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion Rights—Increase in Conversion Rate in Connection with a Make-Whole Fundamental Change,” the conversion rate applicable to such

conversion will be increased by a number of shares of Common Stock (the “Additional Shares”) set forth in the table below corresponding (after interpolation as described below) to the make-whole fundamental change effective date and the

stock price of such make-whole fundamental change:

Stock Price

Make-Whole

Fundamental

Change Effective

Date

$192.00

$225.00

$268.80

$300.00

$349.44

$500.00

$750.00

$1,000.00

$1,500.00

$2,000.00

May 18, 2026

1.4881

1.1114

0.7864

0.6289

0.4551

0.1994

0.0661

0.0234

0.0020

0.0000

May 15, 2027

1.4881

1.0902

0.7486

0.5866

0.4120

0.1682

0.0519

0.0169

0.0000

May 15, 2028

1.4881

1.0526

0.6915

0.5255

0.3527

0.1295

0.0367

0.0111

0.0000

May 15, 2029

1.4881

0.9847

0.6003

0.4323

0.2679

0.0832

0.0216

0.0058

0.0000

May 15, 2030

1.4881

0.8703

0.4490

0.2847

0.1465

0.0345

0.0095

0.0024

0.0000

May 15, 2031

1.4881

0.7242

0.0000

If such make-whole fundamental change effective date or stock price is not set forth in the table above,

then:

•

if such stock price is between two stock prices in the table above or the make-whole fundamental change effective

date is between two dates in the table above, then the number of Additional Shares will be determined by straight-line interpolation between the numbers of Additional Shares set forth for the higher and lower stock prices in the table above or the

earlier and later dates in the table above, based on a 365- or 366-day year, as applicable; and

•

if the stock price is greater than $2,000.00 (subject to adjustment in the same manner as the stock prices set

forth in the column headings of the table above are adjusted, as described in the Convertible Notes Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion Rights—Increase in Conversion Rate in

Connection with a Make-Whole Fundamental Change—Adjustment of Stock Prices and Number of Additional Shares”), or less than $192.00 (subject to adjustment in the same manner), per share of Common Stock, then no Additional Shares will be

added to the conversion rate.

Notwithstanding anything to the contrary, in no event will the conversion rate be increased to an amount

that exceeds 5.2083 shares of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at the same time and for the same events for which, the conversion rate is required to be adjusted

pursuant to the provisions described in the Convertible Notes Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion Rights—Conversion Rate Adjustments—Generally.”

We have filed a registration statement (including a prospectus), the Common Stock Preliminary Prospectus Supplement and the Convertible Notes Preliminary

Prospectus Supplement with the SEC for the offerings to which this communication relates. Before you invest, you should read the Common Stock Preliminary Prospectus Supplement or the Convertible Notes Preliminary Prospectus Supplement, as

applicable, and the prospectus in that registration statement and other documents we have filed with the SEC for more complete information about us and these offerings. You may get these documents free by visiting EDGAR on the SEC website at

www.sec.gov. Alternatively, a copy of the preliminary prospectus supplements (or, when available, the final prospectus supplements), together with the accompanying prospectuses relating to each offering, may be obtained from Morgan

Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, email: prospectus@morganstanley.com, and a copy of the preliminary prospectus supplement (or, when available, the final prospectus

supplement), together with the accompanying prospectus relating to the Convertible Notes Offering, may also be obtained from BofA Securities, Inc., 201 North Tryon Street, Charlotte, North Carolina 28255, Attention: Prospectus Department, email:

dg.prospectus_requests@bofa.com, and from Deutsche Bank Securities Inc., Attention: Prospectus Department, 1 Columbus Circle, New York, New York 10019, telephone:

800-503-4611, email: prospectus.cpdg@db.com.

The information in

this pricing term sheet is not a complete description of the Common Stock, the Delta Offering, the Notes or the Convertible Notes Offering. You should rely only on the information contained or incorporated by reference in the Common Stock

Preliminary Prospectus Supplement and the Convertible Notes Preliminary Prospectus Supplement and the accompanying prospectus, as supplemented by this pricing term sheet, in making an investment decision with respect to the Common Stock or the

Notes.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS

OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

EXHIBIT A

FORM OF LOCK-UP AGREEMENT

May [•], 2026

Morgan Stanley & Co.

LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Ladies and Gentlemen:

The undersigned understands that

Morgan Stanley & Co. LLC (“Morgan Stanley”), proposes to enter into (A) an Underwriting Agreement (the “Notes Underwriting Agreement”) with Willis Lease Finance Corporation, a Delaware corporation

(the “Company”), providing for the public offering (the “Notes Public Offering”) by the several underwriters listed on Schedule I to the Notes Underwriting Agreement, including Morgan Stanley (the

“Notes Underwriters”) of securities convertible into common stock, par value $0.01 per share, of the Company (the “Common Stock”) (such securities, the “Convertible Notes”), and (B) an

Underwriting Agreement (the “Delta Underwriting Agreement” and, together with the Notes Underwriting Agreement, the “Underwriting Agreements”) with the Company, providing for the public offering (the

“Delta Public Offering” and, together with the Notes Public Offering, the “Public Offerings”) by the underwriter (the “Delta Underwriter” and, together with the Notes Underwriters, the

“Underwriters”), of borrowed shares of Common Stock of the Company (such shares of common stock, the “Delta Common Stock” and, together with the Convertible Notes, the “Securities”), in each

case pursuant to a registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”).

To induce the Underwriters that may participate in the Public Offerings to continue their efforts in connection with the Public Offerings, the undersigned

hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, the undersigned will not, and will not publicly disclose an intention to, during the period commencing on the date hereof and ending 60 days after

the date of the final prospectus supplements (the “Restricted Period”) relating to the Public Offerings (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase,

purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock

or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be

settled by delivery of Common Stock or such other securities, in cash or otherwise.

The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any

hedging or other transaction designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common

Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the undersigned.

The foregoing shall not apply to:

(a) transactions relating to

shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offerings, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made

in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions;

(b) transfers of shares of Common

Stock or any security convertible into Common Stock as a bona fide gift, by will, other testamentary document or intestacy or to a beneficiary, family member, trust or other estate planning entity for the direct or indirect benefit of the

undersigned or family members (for the purposes of this agreement, “family member” means any relationship by blood, domestic partnership, marriage or adoption, not more remote than first cousin);

(c) transfers of shares of Common Stock or any security convertible into Common Stock to a charity or educational institution;

(d) transfers of shares of Common Stock or any security convertible into Common Stock, if the undersigned is a trust, to a trustee or beneficiary of the

trust;

(e) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (i) any transfers or

distributions of shares of Common Stock or any security convertible into Common Stock to another corporation, partnership, investment fund or other business entity that controls, is controlled by or is under common control with the undersigned or

(ii) distributions of shares of Common Stock or any security convertible into Common Stock to managers, members, general or limited partners, subsidiaries, affiliates or stockholders of the undersigned; provided that in the case of any

transfer or distribution pursuant to clause (b), (c), (d) or (e), (i) each donee, transferee or distributee shall sign and deliver a lock-up agreement substantially in the form of this agreement and

(ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period;

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

extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a

statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period;

(g) the transfer of Common Stock or any security convertible into Common Stock that occurs by operation of

law, such as pursuant to a qualified domestic order or in connection with a divorce settlement; provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of

this agreement for the balance of the Restricted Period; and provided further, that any filing under Section 16(a) of the Exchange Act that is required to be made during the Restricted Period as a result of such transfer shall include a

statement that such transfer has occurred by operation of law; or

(h) the receipt by the undersigned from the Company of Common Stock upon the vesting of

restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Stock issued under an equity incentive plan of the Company or an employment arrangement (the “Plan Shares”) or the

transfer or withholding of Common Stock or any securities convertible into Common Stock to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on

a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise; provided that if the undersigned is required to file a report under Section 16(a) of

the Exchange Act reporting a reduction in beneficial ownership of Common Stock during the Restricted Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax

withholding obligations of the undersigned in connection with such vesting or exercise; and provided further, that the Plan Shares shall be subject to the terms of this agreement.

In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the

Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents

to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offerings.

The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned acknowledges and agrees that the Underwriters have not

provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offerings of the Securities and the undersigned has consulted their own legal, accounting, financial,

regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may provide certain Regulation Best Interest and

Form CRS disclosures or other related documentation to you in connection with the Public Offerings, the

Underwriters are not making a recommendation to you to participate in the Public Offerings or sell any Securities at the price determined in the Public Offerings, and nothing set forth in such disclosures or documentation is intended to suggest that

any Underwriter is making such a recommendation.

Whether or not the Public Offerings actually occur depends on a number of factors, including market

conditions. Any Public Offerings will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the applicable Underwriters.

The undersigned hereby consents to receipt of this agreement in electronic form and understands and agrees that this agreement may be signed electronically.

In the event that any signature is delivered by facsimile transmission, electronic mail, or otherwise by electronic transmission evidencing an intent to sign this agreement, such facsimile transmission, electronic mail or other electronic

transmission shall create a valid and binding obligation of the undersigned with the same force and effect as if such signature were an original. Execution and delivery of this agreement by facsimile transmission, electronic mail or other electronic

transmission is legal, valid and binding for all purposes.

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

New York.

[Signature Page to Follow]

If an entity:

[NAME]

By:

Name:

Title:

If an individual:

By:

Name:

EX-1.2

Filename: d135974dex12.htm · Sequence: 3

EX-1.2

Exhibit 1.2

UNDERWRITING AGREEMENT

281,250 Shares

Willis

Lease Finance Corporation

Common Stock ($0.01 par value per share)

May 13, 2026

Morgan Stanley & Co. LLC

c/o

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York

10036

Ladies and Gentlemen:

Willis Lease

Finance Corporation, a Delaware corporation (the “Company”), is entering into this underwriting agreement (the “Agreement”) with the underwriters named in Schedule I hereto (the

“Underwriters”), with respect to the offer and sale of 281,250 borrowed shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”). The offer and sale of the

Shares (the “Offering”) have been registered pursuant to the Registration Statement (as defined below) and are being offered and sold pursuant to the Registration Statement and the Prospectus (as defined below). For the avoidance

of doubt, there is no new issuance of shares of Common Stock in the Offering. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Underwriters shall mean the singular as the context requires.

The Company is concurrently offering (the “Notes Offering”) up to $200,000,000 aggregate principal amount (or $230,000,000,

if the several Underwriters named in Schedule I (the “Notes Offering Underwriters”) of the Notes Underwriting Agreement (as defined below) exercise their option to purchase additional Notes (the “Additional

Notes”) in full) of its 2.50% Convertible Senior Notes due 2031 (the “Notes”) to be issued pursuant to an indenture (the “Base Indenture”), as supplemented by a supplemental indenture (the Base

Indenture, as so supplemented, the “Indenture”), in each case, to be dated as of the Closing Date (as defined below), between the Company and U.S. Bank Trust Company, National Association, as trustee (the

“Trustee”). On the date hereof, the Company will enter into an underwriting agreement (the “Notes Underwriting Agreement”) with Morgan Stanley & Co. LLC, BofA Securities, Inc., and Deutsche Bank

Securities Inc., as representatives (the “Representatives”) of the Notes Offering Underwriters.

Substantially

concurrently with the Notes Offering, the Underwriters, each acting severally on behalf of themselves and/or their respective affiliates, will offer the Shares to facilitate hedging transactions by certain investors subscribing for the Notes (the

“Convertible Arbitrage Investors”). It is expected that the Shares of Common Stock to be sold by the Underwriters in the Offering will be borrowed from non-affiliate third parties and will

be: (x) sold short by the Underwriters to facilitate concurrent privately negotiated transactions between the Underwriters (and/or their affiliates) with certain Convertible Arbitrage Investors seeking a short exposure to shares of Common Stock

through a derivative, in an equivalent notional amount and/or (y) purchased by the Underwriters from certain Convertible Arbitrage Investors who have sold them short to

the Underwriters in connection with the Notes Offering, in each case, with a view for the Underwriters to initially offer the Shares of Common Stock directly to the public at a price of

$192.00 per share of Common Stock and to subsequently offer the Shares of Common Stock for sale in one or more transactions on the Nasdaq Global Market, in the

over-the-counter market, through negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to prevailing market prices at

the time of sale, at prices related to prevailing market prices or at negotiated prices.

The Company has filed with the Securities and

Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-286998), including a preliminary prospectus, relating

to the securities (the “Shelf Securities”), including the Shares, to be issued from time to time by the Company. The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be

part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration

Statement”; the prospectus covering the Shelf Securities in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173

under the Securities Act) is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares in the form first used to confirm sales

of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus” and the term

“preliminary prospectus” means any preliminary form of the Prospectus.

For purposes of this Agreement, “free

writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the preliminary prospectus, as amended or supplemented immediately prior to the Applicable Time together

with the documents and pricing information set forth in Schedule II hereto, “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has

been made available without restriction to any person and “Applicable Time” is 10:45 p.m. (New York City time) on May 13, 2026. As used herein, the terms “Registration Statement,” “Basic Prospectus,”

“preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the date hereof. The terms “supplement,”

“amendment,” and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus or the Prospectus shall include all documents

subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein.

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

(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in

effect, and no proceedings for such purpose or pursuant to Section 8A under the Securities Act are pending before or, to the Company’s knowledge, threatened by the Commission.

(b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and

incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the

supplement, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection

with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4(a)), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not,

contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) each broadly available road show, if

any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they

were made, not misleading and (vi) the Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit

to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or

omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon the Underwriter Information (as defined below).

(c) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the

Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the

applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or

referred to by the Company complies or, if used after the effective date of this Agreement, will comply, as of the date of such filing, in all material respects with the applicable requirements of the Securities Act and the applicable rules and

regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each furnished to the Underwriters before first use, the Company has not prepared, used

or referred to, and will not, without the Underwriters’ prior consent, prepare, use or refer to, any free writing prospectus.

(d) The Company has been duly incorporated, is validly existing as a corporation in good

standing under the laws of the State of Delaware, has the corporate power and authority to own or lease its property and to conduct its business as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and

is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or

be in good standing would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(e) Each subsidiary of the Company has been duly incorporated, organized or formed, is validly existing as a corporation or other business

entity in good standing under the laws of the jurisdiction of its incorporation, organization or formation, has the corporate or other business entity power and authority to own or lease its property and to conduct its business as described in each

of the Registration Statement, the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property

requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken

as a whole; all of the issued shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are

owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

(f) This Agreement has been

duly authorized, executed and delivered by the Company.

(g) The Indenture has been duly authorized by the Company and, when duly

the Indenture conforms in all material respects to the requirements of the Trust Indenture Act of 1939, and the applicable rules and regulations of the Commission thereunder.

(h) The authorized capital stock of the Company conforms as to legal matters in all material respects to the description thereof contained in

each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(i) The offered Shares and all other shares of Common Stock outstanding have been duly

authorized and are validly issued, fully paid and non-assessable.

(j) The Notes have been duly

authorized and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for in accordance with the terms of the Notes Underwriting Agreement, will be validly issued and outstanding and will constitute valid and

legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

(k) The Notes Underwriting Agreement has been duly authorized, executed and delivered by the Company.

(l) The execution and delivery by the Company of, and the performance by the Company of its obligations under, each of this Agreement, the

Notes Underwriting Agreement, the Indenture and the Notes (collectively, the “Transaction Documents”) and the issuance and sale of the Notes (including the issuance of any shares of Common Stock upon conversion thereof) will not

contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws of the Company, (iii) any agreement or other instrument binding upon the Company or any of its

subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except that in the case

of clauses (i), (iii) and (iv) as would not singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power and ability of the Company to perform its

obligations under the Transaction Documents, and no consent, approval, authorization or order of, or qualification with, any governmental body, agency or court is required for the execution and delivery by the Company of, and the performance by the

Company of its obligations under, each of the Transaction Documents, except (x) such as shall have been obtained or waived, and (y) such as may be required by the securities or Blue Sky laws of the various states in connection with the

offer and sale of the Shares and the Notes.

(m) There has not occurred any material adverse change, or any development involving a

prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus.

(n) There are no legal or governmental proceedings pending or, to the Company’s knowledge, threatened to which the Company or any of

its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings accurately described in all material respects in each of the Registration Statement, the Time of Sale

Prospectus and the Prospectus and proceedings that would not reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the

power or ability of the Company to perform its obligations under the Transaction Documents or to consummate the transactions contemplated by each of the Registration Statement, the Time of Sale

Prospectus and the Prospectus or (ii) that are required to be described in all material respects in the Registration Statement, the Time of Sale Prospectus or the Prospectus and are not so described; and there are no statutes, regulations,

contracts or other documents to which the Company or any of its subsidiaries is subject or by which the Company or any of its subsidiaries is bound that are required to be described in the Registration Statement, the Time of Sale Prospectus or the

Prospectus or to be filed as exhibits to the Registration Statement that are not described in all material respects or filed as required.

(o) Each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed

pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

(p) The Company is not, and after giving effect to the offering and sale of the Shares and the Notes and the application of the proceeds

thereof as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as

amended.

(q) None of the transactions contemplated by the Transaction Documents (including the application of the proceeds of the Notes

Offering) will violate or result in a violation of Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(r) (i) The Company and each of its subsidiaries (x) are, and have been, in compliance with any and all applicable foreign, federal,

state and local laws (including common laws) and regulations, requirements, judgments, decrees and orders relating to the environment, hazardous or toxic substances, wastes, pollutants, chemicals or contaminants (“Hazardous

Substances”) or the protection of human health and safety (collectively, “Environmental Laws”), (y) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to

conduct their respective businesses and are and have been in compliance with all terms and conditions of any such permit, license or approval, and (z) have not received notice or claim of any actual or potential liability, obligation or

violation under or relating to any Environmental Law or Hazardous Substances, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, claim, liability, obligation or violation, and

(ii) there are no costs, obligations or liabilities associated with Environmental Laws or Hazardous Substances (including, without limitation, any capital or operating expenditures required for clean-up,

closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties), except in the case of each of (i) and (ii) above

for any such matters as would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(s) Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the

Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Law in which a governmental entity is also a party, other than such proceeding

in which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other

obligations under Environmental Laws, that could reasonably be expected to have a material effect on the capital expenditures, earning or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries

anticipates any material capital expenditures relating to any Environmental Laws.

(t) There are no contracts, agreements or

understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such

securities with the Shares registered pursuant to the Registration Statement.

(u) (i) None of the Company or any of its subsidiaries or

controlled affiliates, or any director, officer, or employee thereof, or, to the Company’s knowledge, any agent or representative of the Company or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of

an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any person to improperly influence official action by that person for

the benefit of the Company or its subsidiaries or affiliates, or to otherwise secure any improper advantage, or to any person in violation of (a) the U.S. Foreign Corrupt Practices Act of 1977, (b) the UK Bribery Act 2010, and (c) any

other applicable law, regulation, order, decree or directive having the force of law and relating to bribery or corruption (collectively, the “Anti-Corruption Laws”).

(v) The operations of the Company and each of its subsidiaries are and have been conducted at all times in material compliance with all

applicable anti-money laundering laws, rules, and regulations, including the financial recordkeeping and reporting requirements contained therein, and including the Bank Secrecy Act of 1970, applicable provisions of the USA PATRIOT Act of 2001, the

Money Laundering Control Act of 1986, and the Anti-Money Laundering Act of 2020, (collectively, the “Anti-Money Laundering Laws”).

(w) (i) None of the Company, any of its subsidiaries, or any director, officer or employee thereof, or, to the Company’s knowledge, any

agent, affiliate, or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are:

A. the subject of any sanctions administered or enforced by the United States Government (including the U.S. Department of the

Treasury’s Office of Foreign Assets Control and the U.S. Department of State), the United Nations Security Council, the European Union, His Majesty’s Treasury, or any other relevant

sanctions authority (collectively, “Sanctions”), or

B. located, organized or resident in a country or

territory that is the subject of comprehensive territorial Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk

People’s Republic, or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea and Syria).

(ii) The Company and each of its subsidiaries, (a) have not, since the more recent of April 24, 2019 or 10 years prior to the date

of the Agreement, engaged in, (b) are not now engaged in, and (c) will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was, or whose

government is or was, the subject of Sanctions.

(x) The Company will not, directly or indirectly, use the proceeds of the offering, or

lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(i)

to fund or facilitate any activities or business of or with any Person or in any country or territory that, at

the time of such funding or facilitation, is, or whose government is, the subject of Sanctions;

(ii)

to fund or facilitate any money laundering or terrorist financing activities; or

(iii)

in any other manner that would cause or result in a violation of any Anti-Corruption Laws, Anti-Money

Laundering Laws, or Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(y) The Company and its subsidiaries have conducted and will conduct their businesses in compliance with the Anti-Corruption Laws, the

Anti-Money Laundering Laws, and Sanctions, and no investigation, inquiry, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to

the Anti-Corruption Laws, the Anti-Money Laundering Laws or Sanctions is pending or, to the knowledge of the Company, threatened. The Company and its subsidiaries and controlled affiliates have instituted and maintained and will continue to

(z) (i) The Company and its subsidiaries own or have a valid license to all patents,

inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and all other worldwide

intellectual property and proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing) (collectively, “Intellectual Property Rights”) used in or

reasonably necessary to the conduct of their businesses as currently conducted; (ii) the Intellectual Property Rights owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property Rights licensed to

the Company and its subsidiaries, are valid, subsisting and, to the Company’s knowledge, enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the

used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

(aa) Except

as would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, (i) the Company and its subsidiaries use and have used any and all software and other

materials distributed under a “free,” “open source,” or similar licensing model (including but not limited to the MIT License, Apache License, GNU General Public License, GNU Lesser General Public License and GNU Affero

General Public License) (“Open Source Software”) in compliance with all license terms applicable to such Open Source Software; and (ii) neither the Company nor any of its subsidiaries uses or distributes or has used or

distributed any Open Source Software in any manner that requires or has required (A) the Company or any of its subsidiaries to permit reverse engineering of any software code or other technology owned by the Company or any of its subsidiaries

or (B) any software code or other technology owned by the Company or any of its subsidiaries to be (1) disclosed or distributed in source code form, (2) licensed for the purpose of making derivative works or (3) redistributed at

no charge.

(bb) (i) The Company and each of its subsidiaries have complied and are presently in

compliance with all internal and external privacy policies, contractual obligations, industry standards, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority and

any other legal obligations, in each case, relating to the collection, use, transfer, import, export, storage, protection, disposal, disclosure and processing by the Company or any of its subsidiaries of personal, personally identifiable, household,

sensitive, confidential or regulated data or information (“Data Security Obligations”, and such data or information, “Data”); (ii) the Company and its subsidiaries have not received any notification of or

complaint regarding and are unaware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Data Security Obligation; and (iii) there is no action,

suit or proceeding by or before any court or governmental agency, authority or body pending or threatened alleging non-compliance with any Data Security Obligation.

(cc) The Company and each of its subsidiaries have taken all necessary technical and organizational measures designed to protect the

information technology systems and Data (including the Data of their respective customers, employees, suppliers, vendors and any third-party Data maintained, stored or processed by or on behalf of the Company and its subsidiaries) used in connection

with the operation of the Company’s and its subsidiaries’ businesses (“IT Systems and Data”), which are adequate for, and operate and perform in all material respects as required in connection with, the operation of

the Company’s and its subsidiaries’ business, free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Without limiting the foregoing, the Company and its subsidiaries have used reasonable

efforts to establish and maintain, and have established, maintained, implemented and complied with, reasonable information technology, information security, cyber security and data protection controls, policies and procedures, including oversight,

access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans, consistent with industry standards and practices, that are designed to protect against and prevent breach, destruction,

loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any IT Systems and Data used in connection with the operation of the Company’s and its

subsidiaries’ businesses (“Breach”). There has been no material Breach, and the Company and its subsidiaries have not been notified of and have no knowledge of any event or condition that would reasonably be expected to

result in, any such material Breach.

(dd) The Company and each of its subsidiaries have filed all federal, state, local and foreign tax

returns required to be filed through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken

as a whole) and have paid all taxes required to be paid thereon (except for cases in which the failure to file or pay would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, or,

except as currently being contested in good faith and for which reserves required by generally

accepted accounting principles (“U.S. GAAP”) have been created in the financial statements of the Company), and no tax deficiency has been determined adversely to the Company

or any of its subsidiaries which, singly or in the aggregate, has had (nor does the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company

or its subsidiaries and which could reasonably be expected to have) a material adverse effect on the Company and its subsidiaries, taken as a whole.

(ee) The financial statements included or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and

the Prospectus, together with the related schedules and notes thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and present fairly in all material respects the consolidated

financial position of the Company and its subsidiaries as of the dates shown and its results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with U.S. GAAP applied on a consistent

basis throughout the periods covered thereby except for any normal year-end adjustments in the Company’s quarterly financial statements. The other financial information included in each of the

Registration Statement, the Time of Sale Prospectus and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby. The

statistical, industry-related and market-related data included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are

reliable and accurate and such data is consistent with the sources from which they are derived, in each case in all material respects.

(ff) Grant Thornton LLP, who have certified certain financial statements of the Company and its subsidiaries and delivered its report with

respect to the audited consolidated financial statements and schedules filed with the Commission as part of the Registration Statement and included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, is an

independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board

(United States).

(gg) The Company and each of its subsidiaries maintain a system of internal accounting controls designed to provide

reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with

U.S. GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing

assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement is

accurate. Since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the

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

(hh) The interactive data in eXtensible Business Reporting Language included or

(ii) The Company (i) has not alone engaged in any

Testing-the-Waters Communication with any person other than Testing-the-Waters

Communications with the consent of the Underwriters with entities that are reasonably believed to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are reasonably believed to be

accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Underwriters to engage in

Testing-the-Waters Communications. The Company reconfirms that the Underwriters have been authorized to act on its behalf in undertaking

Testing-the-Waters Communications. The Company has not distributed any Testing-the-Waters

Communication that is a written communication within the meaning of Rule 405 under the Securities Act other than those listed on Schedule III hereto.

“Testing-the-Waters Communication” means any communication with potential investors undertaken in reliance on Section 5(d) or Rule 163B of the

Securities Act.

(jj) As of the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available

to prospective purchasers, none of (A) the Time of Sale Prospectus, (B) any free writing prospectus, when considered together with the Time of Sale Prospectus, and (C) any individual Testing-the-Waters Communication, when considered together with the Time of Sale Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits, or will omit to state

a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(kk) Each Transaction Document conforms in all material respects to the description thereof contained in each of the Registration Statement,

the Time of Sale Prospectus and the Prospectus.

2. [Reserved.]

3. Terms of Public Offering. The Company is advised that the Underwriters propose to make a public offering of their respective

portions of the Shares as soon as practicable after this Agreement is entered into as in the Underwriters’ judgment is advisable. The Company is further advised by the Underwriters that the Shares are to be offered to the public initially at

$192.00 a share (the “Public Offering Price”). For the avoidance of doubt, there is no new issuance of Shares in the Offering. If the Notes Offering is not consummated such that the Notes Underwriting Agreement is terminated

without issuance of the Notes, the Offering and this Agreement will terminate.

4. Conditions to the Underwriters’ Obligations.

The offering of any Shares and the several obligations of the Underwriters are subject to the following conditions:

(a) Subsequent to the execution and delivery of this Agreement and prior to May 18, or such later date as may be agreed by the Company and

the Underwriters (the “Closing Date”):

(i) no order suspending the effectiveness of the Registration

Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission;

(ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential

downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical

rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and

(iii) there shall

not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the

Time of Sale Prospectus that, in the Underwriters’ judgment, is material and adverse and that makes it, in the Underwriters’ judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale

Prospectus.

(b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive

Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

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

(c) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Milbank LLP, outside counsel for the

Company, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters.

(d) The Underwriters shall have

received on the Closing Date an opinion and negative assurance letter of Davis Polk & Wardwell LLP, counsel for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters.

(e) The Underwriters shall have received all the Shares to be sold hereunder prior to the

Closing Date.

With respect to the negative assurance letters to be delivered pursuant to Section 4(c) above, Milbank LLP and Davis

Polk & Wardwell LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and

review and discussion of the contents thereof, but are without independent check or verification, except as specified.

The opinion of

Milbank LLP described in Section 4(c) above shall be rendered to the Underwriters at the request of the Company and shall so state therein.

(f) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date,

as the case may be, in form and substance satisfactory to the Underwriters, from Grant Thornton LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort

letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the

Closing Date shall use a “cut-off date” not earlier than the date hereof.

(g) The Lock-up Agreements between the Representatives and certain shareholders, officers and directors of the Company shall be in full force and effect on the Closing Date.

(h) All conditions to closing under the Notes Underwriting Agreement on the Closing Date shall have been satisfied or waived and the closing

of the transactions to be consummated on the Closing Date under the Notes Underwriting Agreement shall have occurred substantially concurrently with the consummation of the Offering.

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

(a) To furnish to the Underwriters, if requested, without charge, signed copies of the Registration Statement (including exhibits thereto and

documents incorporated by reference, all of which may be an electronic facsimile) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to the Underwriters in New York

City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 5(e) or 5(f) below, as many copies of the Time of Sale Prospectus, the

Prospectus, and any supplements and amendments thereto or to the Registration Statement as the Representatives may reasonably request.

(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus

or the Prospectus, to furnish to the Underwriters a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Underwriters reasonably object in writing, and to file with the Commission

within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

(c) To furnish to the Underwriters a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to

by the Company and not to use or refer to any proposed free writing prospectus to which the Underwriters reasonably object.

(d) Not to

take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter

otherwise would not have been required to file thereunder.

(e) If the Time of Sale Prospectus is being used to solicit offers to buy the

Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration

Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own

expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the

circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of

Sale Prospectus, as amended or supplemented, will comply with applicable law.

(f) If, during such period after the first date of the

public offering of the Shares as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an

Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu

thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable

law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to which Shares may have been sold by the

Underwriters on behalf of the Underwriters and to any other dealers upon request, either

amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu

thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

(g) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters shall

reasonably request.

(h) To make generally available (which may be satisfied by filing with the Commission on its Electronic Data

Gathering Analysis and Retrieval System) to the Company’s security holders and to the Underwriters as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company

occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

(i) If at any time following the distribution of any

Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act there occurred or occurs an event or development

as a result of which such Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material

fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense,

such Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

(j) To prepare a final term sheet relating to this offering of the Shares, in a form approved by the Underwriters (as set forth in Annex

I hereto) and to file such term sheet pursuant to and within the time required by Rule 433(d) under the Securities Act.

(k) The

Company also covenants with each Underwriter that, without the prior written consent of the Underwriters on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during the period ending 60 days after the date of

the Prospectus (the “Company Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to

purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that

transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other

securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

The restrictions contained in the preceding paragraph shall not apply to (A) the Notes

to be issued and sold pursuant to the Notes Offering and any shares of Common Stock issued upon conversion of the Notes, (B) the registration of the Shares offered in this Offering under the Securities Act, (C) the issuance by the Company

of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or the settlement of restricted stock awards as described in each of the Time of Sale Prospectus and Prospectus,

(D) grants of compensatory equity-based awards, and/or the issuance of shares of Common Stock or securities with respect thereto, made pursuant to compensatory equity-based plans as described in the Time of Sale Prospectus, provided that the

Company shall cause each recipient of such grant, if any, to execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto if such recipient has not already delivered one, (E) the reacquisition or

withholding of all or a portion of shares of Common Stock subject to a stock award to satisfy a tax withholding obligation of the Company in connection with the vesting or exercise of such stock award or to satisfy the purchase price or exercise

price of such stock award, (F) the filing of a registration statement on Form S-8 to register shares of Common Stock issuable pursuant to any employee benefit plans, qualified stock option plans or other

employee compensation plans, described in the Time of Sale Prospectus, (G) any shares of Common Stock issuable pursuant to any non-employee director stock compensation plan or program described in the

Time of Sale Prospectus, (H) shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock, or the entrance into an agreement to issue shares of Common Stock or any securities convertible

into, or exercisable or exchangeable for, shares of Common Stock, in connection with any merger, joint venture, strategic alliance, commercial or other collaborative transaction or the acquisition or licenses of the business, property, technology or

other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided that the aggregate number of shares of Common Stock or any other securities convertible into, or

exercisable or exchangeable for, shares of Common Stock that the Company may issue or agree to issue pursuant to this clause (H) shall not exceed 10% of the total outstanding share capital of the Company immediately following the issuance of

the Shares; and provided further, that the recipients of any such shares of Common Stock and securities issued pursuant to this clause (H) during the Company Restricted Period described above shall enter into an agreement substantially in the

form of Exhibit A hereto on or prior to such issuance or (I) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under

the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Company Restricted Period and (ii) to the extent a public announcement or filing

under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such

plan during the Company Restricted Period.

6. Expenses. Whether or not the transactions contemplated in this Agreement are

consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the

Company’s counsel, the Company’s accountants and in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of any preliminary

prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated

therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including

any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with

the qualification of the Shares for offer and sale under state securities laws as provided in Section 5(g) hereof, including filing fees and the reasonably incurred fees and disbursements of counsel for the Underwriters in connection with such

qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) the costs and charges of any transfer agent, registrar or depositary, (v) the costs and expenses of the Company relating to investor presentations on

any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the

production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, (vi) the document production charges and expenses associated with

printing this Agreement, (vii) the reasonable and documented fees and expenses of Davis Polk & Wardwell LLP, as counsel to the Underwriters and (viii) all other costs and expenses incident to the performance of the obligations of

the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8 entitled “Indemnity and Contribution” and the last paragraph of

Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with

any offers they may make.

7. Covenants of the Underwriters. Each Underwriter, severally and not jointly, covenants with the

Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by

the Company thereunder, but for the action of the Underwriter.

8. Indemnity and Contribution. (a) The Company agrees to

indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within

the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating

any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact

contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing

prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under

the Securities Act (a “road show”), the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of,

or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out

of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter

expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters consists of the information described as such in paragraph (b) below.

(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the

Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities

(including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a

material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the

Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, or the Prospectus or any amendment or supplement thereto, or arise out of, or are based

upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the

Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show, or the Prospectus or any

amendment or supplement thereto, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the information

appearing at the end of the second sentence of the second paragraph under the caption “Underwriting (Conflicts of Interest),” regarding the subsequent offer of the Shares by the Underwriters on the Nasdaq Global Market, in the over-the-counter market, through negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to prevailing market prices at the

time of sale, at prices related to prevailing market prices or at negotiated prices (such information, the “Underwriter Information”).

involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the

“indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the

indemnifying party may designate in such proceeding and shall pay the reasonably incurred fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own

counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed in writing to the retention of such counsel or

(ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or

potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be

liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act

or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the

Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section and that all such fees and expenses shall be reimbursed as they are incurred. In the

case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by the Representatives. In the case of any such separate firm for the Company, and such

directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled

with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing

sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party

agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 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 of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional

release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include any statement as to any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) To the extent the indemnification provided for in Section 8(a) or 8(b) is

unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall

contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or

parties on the one hand and the indemnified party or parties on the other hand from the offering of the Shares or (ii) if the allocation provided by clause 8(d)(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 8(d)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the

statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in

connection with the offering of the Shares shall be deemed to be in the same respective proportions as (x) in the case of the Company, the aggregate Public Offering Price of the Shares (before deducting expenses) and (y) in the case of any

Underwriter, any fees actually received by such Underwriter pursuant to this Agreement. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the

untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to

information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective number of Shares they have

purchased hereunder, and not joint.

(e) The Company and the Underwriters agree that it would not be just or equitable if contribution

pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations

referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject to the limitations set forth above,

any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute

any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by

reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person

who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this Section 8 and the

representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on

behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any

of the Shares.

9. Termination. The Underwriters may terminate this Agreement by notice given to the Company, if after the

execution and delivery of this Agreement and prior to or on the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the NYSE American, the Nasdaq

Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) or other relevant exchanges, trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States or other relevant jurisdiction shall

have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial

markets or any calamity or crisis that, in the Underwriters’ judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the Underwriters’ judgment, impracticable

or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

10. Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to

comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have

so terminated this Agreement with respect to themselves, severally, for all reasonable and documented, out of pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection

with this Agreement or the offering contemplated hereunder.

11. Entire Agreement. (a) This Agreement, together with any

contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company and the Underwriters with respect to

the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, and the conduct of the Offering.

(b) The Company acknowledges that in connection with the offering of the Shares:

(i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement,

any contemporaneous written agreements and prior written agreements (to the extent not superseded by this Agreement), if any, (iii) the Underwriters may have interests that differ from those of the Company, and (iv) none of the activities

of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company waives to the

full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.

12. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes

subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective

under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding

under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special

Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this

Section a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following:

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

47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in

accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title

II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

13. Counterparts.

This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail

(including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www.Docusign.Com) or other transmission method and any counterpart so delivered shall be deemed

to have been duly and validly delivered and be valid and effective for all purposes.

14. Applicable Law. This Agreement shall be governed by and construed in accordance

with the internal laws of the State of New York.

15. Headings. The headings of the sections of this Agreement have been inserted

for convenience of reference only and shall not be deemed a part of this Agreement.

16. Notices. All communications hereunder

shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to: Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a

copy to the Legal Department; and if to the Company shall be delivered, mailed or sent to 4700 Lyons Technology Parkway, Coconut Creek, Florida 33073.

Very truly yours,

Willis Lease Finance Corporation

By:

/s/ Scott B. Flaherty

Name: Scott B. Flaherty

Title: EVP & Chief Financial Officer

Accepted as of the date hereof

Morgan Stanley & Co. LLC

Acting on behalf of itself and the several

Underwriters named in Schedule I

hereto.

By: Morgan Stanley & Co. LLC

By:

/s/ Freddy Tovo

Name: Freddy Tovo

Title: Vice President

SCHEDULE I

Underwriter

Number of Shares To Be

Sold

Morgan Stanley & Co. LLC

281,250

Total:

281,250

I-1

SCHEDULE II

Time of Sale Prospectus

Preliminary Prospectus issued May 13, 2026.

Pricing Term Sheet in the form as set forth in Annex I hereto.

II-1

SCHEDULE III

Issuer Free Writing Prospectus

Pricing Term Sheet in the form as set forth in Annex I hereto.

Press release of the Company dated May 13, 2026 relating to the announcement of the offering of the Shares

and the proposed Concurrent Notes Offering.

Press release of the Company dated May 13, 2026 relating to the announcement of the pricing of the Shares