Form 8-K

8-K — OPENLANE, Inc.

Accession: 0001104659-26-096008

Filed: 2026-08-13

Period: 2026-08-11

CIK: 0001395942

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2623104d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2623104d1_ex1-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001395942

2026-08-11

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 11, 2026

OPENLANE, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-34568

20-8744739

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

11299

N. Illinois Street, Suite 500

Carmel,

Indiana 46032

(Address of principal executive offices)

(800) 923-3725

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K filing is

intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨        Written

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

¨        Soliciting

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

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

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

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $0.01 per share

OPLN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging

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

under the Securities Exchange 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 8.01

Other Events.

On August 11, 2026, Ignition Acquisition Holdings

LP (the “Selling Stockholder”), a fund advised by Apax Partners, L.P., launched and priced its registered public secondary

offering (the “Offering”) of 8,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”),

of OPENLANE, Inc. (the “Company”). The closing of the Offering with respect to the 8,000,000 shares occurred on August 13,

2026, with gross proceeds to the Selling Stockholder of approximately $274.9 million.

The Company did not receive any proceeds from the

sale of the shares of Common Stock by the Selling Stockholder.

In addition, the Company purchased, out of the

aggregate of 8,000,000 shares of Common Stock sold as part of the Offering, 727,590 shares of Common Stock at a price per share equal

to the price per share paid by BoA Securities, Inc. (the “Underwriter”) to the Selling Stockholder.

In connection with the Offering, the Company entered

into an Underwriting Agreement, dated August 11, 2026 (the “Underwriting Agreement”), by and among the Company, the Selling

Stockholder and the Underwriter. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference herein. The

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

text of the Underwriting Agreement.

The Company previously filed with the Securities

and Exchange Commission (“SEC”) an automatic shelf registration statement (including a prospectus) on Form S-3 (File No. 333-277249),

as supplemented by a prospectus supplement, filed with the SEC on August 13, 2026, for the Offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

1.1

Underwriting Agreement, dated August 11, 2026, by and among OPENLANE, Inc., the selling stockholder named therein and BofA Securities, Inc.

104

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SIGNATURES

Pursuant to the requirements of the Securities

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

Date: August 13, 2026

By:

/s/

Bradley Herring

Name:

Bradley Herring

Title:

Executive Vice President and Chief Financial Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2623104d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

OPENLANE, Inc.

Underwriting Agreement

8,000,000 Shares of Common Stock

August 11, 2026

BofA Securities, Inc.

As Representative of the

several Underwriters listed

in Schedule 1 hereto

c/o BofA Securities, Inc.

One Bryant Park

New York, NY 10036

Ladies and Gentlemen:

The stockholder named in Schedule 2 hereto (the

“Selling Stockholder”) of OPENLANE, Inc., a Delaware corporation (the “Company”), proposes to sell to the

several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”),

an aggregate of 8,000,000 shares (the “Shares”) of common stock, par value $0.01 per share (“Common Stock”), of

the Company. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to

herein as the “Stock.” To the extent there are no additional Underwriters listed on Schedule 1 other than the addressee, the

terms “Representatives” and “Underwriters” as used herein shall mean the addressee, as the sole Underwriter, and

the terms “Representatives” and “Underwriters” shall mean the singular as the context requires.

Subject to the sale of the Shares by the Selling

Stockholder to the Underwriters in compliance with the terms of this Agreement, the Underwriters have agreed to sell to the Company, and

the Company has agreed to purchase from the Underwriters (the “Share Repurchase”), an aggregate of 727,590 shares (the “Repurchase

Shares”) pursuant to Section 2(a) of this Agreement.

The Company and the Selling Stockholder hereby

confirm, severally and not jointly, their agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:

1.            Registration

Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the

Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities

Act”), a registration statement on Form S-3 (File No. 333-277249), including a prospectus, relating to the Shares. Such

registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A,

430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430

Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Base Prospectus”

means the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and

the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to

Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated

registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”),

then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration

Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, the Base Prospectus

or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3

under the Securities Act, as of the effective date of the Registration Statement or the date of the Base Prospectus or the Prospectus,

as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the

Registration Statement, the Base Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date

under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively,

the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein

shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the Applicable Time (as defined

below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing

Disclosure Package”): the Base Prospectus and each “free writing prospectus” (as defined pursuant to Rule 405 under

the Securities Act) listed on Annex A hereto.

“Applicable Time” means 4:05 P.M.,

New York City time, on August 11, 2026.

2.              Purchase

of the Shares.

(a)            On

the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, (i) the

Selling Stockholder agrees to sell the Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”),

and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share of $34.36 (the “Purchase

Price”) the respective number of Shares set forth opposite such Underwriter’s name in Schedule 1 hereto and (ii) the

Company agrees to purchase from the Underwriters at the Purchase Price the respective number of Repurchase Shares set forth opposite such

Underwriter’s name in Schedule 1 hereto.

(b)            The

Selling Stockholder understands that the Underwriters intend to make a public offering of the Shares, and initially to offer the Shares

on the terms set forth in the Pricing Disclosure Package. The Selling Stockholder acknowledges and agrees that the Underwriters may offer

and sell the Shares to or through any affiliate of an Underwriter; provided that each Underwriter will ensure that any such Underwriter’s

affiliate complies with all provisions of this Agreement applicable to such Underwriter and will be responsible for any breach thereof

by any such affiliate and nothing in this paragraph shall release the Underwriters from any of their respective obligations or liabilities

under this Agreement.

for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder to the

Representatives at the offices of Latham & Watkins LLP, 1271 Avenue of the Americas, New York, New York 10020, at 10:00 A.M. New

York City time on August 13, 2026, or at such other time or place on the same or such other date, not later than the fifth business

day thereafter, as the Representatives and the Selling Stockholder may agree upon in writing. The time and date of such payment for the

Shares is referred to herein as the “Closing Date.”

Payment for the Shares to be purchased on the Closing

Date shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be

purchased on such date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholder.

Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives

shall otherwise instruct.

On the Closing Date, subject to the sale of the

Shares by the Selling Stockholder to the Underwriters in compliance with the terms of this Agreement, and in consideration for the Repurchase

Shares, the Company shall pay the Purchase Price for each share of the Repurchase Shares by wire transfer of federal (same-day) funds

to the account specified by the Underwriters to the Company at least twenty-four hours in advance. Payment for the Repurchase Shares shall

be made against delivery by the Underwriters of the Repurchase Shares to the Company through the facilities of the DTC for the account

of the Company on the Closing Date.

(d)            Each

of the Company and the Selling Stockholder acknowledges and agrees, severally and not jointly, that the Representatives and the other

Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder

with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not

as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, neither

the Representatives nor any other Underwriter is advising the Company, the Selling Stockholder or any other person as to any legal, tax,

investment, accounting or regulatory matters in any jurisdiction. None of the activities of the Representatives and the other Underwriters

in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action

by the Representatives and the other Underwriters with respect to any entity or natural person. Each of the Company and the Selling Stockholder

shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and

appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility

or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Representatives and the other Underwriters

of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit

of the Underwriters and shall not be on behalf of the Company or the Selling Stockholder.

3.            Representations

and Warranties of the Company. The Company represents and warrants to each Underwriter and the Selling Stockholder that:

(a)            Base

Prospectus. No order preventing or suspending the use of the Base Prospectus has been issued by the Commission, and the Base Prospectus

included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act,

and the Base Prospectus did not, at the time of filing thereof, contain any untrue statement of a material fact or omitted to state a

material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon

and in conformity with (i) the Underwriter Information (as defined below) or (ii) the Selling Stockholder Information (as defined

below).

(b)            Pricing

Disclosure Package. The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date will not, contain

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

of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty

with respect to any statements or omissions made in reliance upon and in conformity with (i) the Underwriter Information or (ii) the

Selling Stockholder Information. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure

Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus

has been omitted therefrom.

Free Writing Prospectus. Other than the Registration Statement, the Base Prospectus and the Prospectus, the Company (including its

agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved

or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in

Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication

by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free

Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of

the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A hereto, each electronic

road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus

complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed

in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration

Statement or the Pricing Disclosure Package, and, when taken together with the Base Prospectus accompanying, or delivered prior to delivery

of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date will not, contain any untrue statement of a material fact

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

were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions

made in reliance upon and in conformity with (i) the Underwriter Information or (ii) the Selling Stockholder Information.

(d)            Registration

Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405

under the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice

of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under

the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued

by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related

to the offering of the Shares has been initiated or, to the knowledge of the Company, threatened by the Commission; as of the applicable

effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective

amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement

of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein

not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made

in reliance upon and in conformity with (i) the Underwriter Information or (ii) the Selling Stockholder Information; and as

of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will comply in all material

respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary

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

that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity

with (i) the Underwriter Information or (ii) the Selling Stockholder Information.

(e)            Incorporated

Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package,

when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act, and none of such

documents contained any untrue statement of a material fact or omitted 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 any further documents so filed and incorporated by reference

in the Registration Statement, the Prospectus or the Pricing Disclosure Package, when such documents are filed with the Commission, will

conform in all material respects to the requirements of the Exchange Act and 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.

(f)            Financial

Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included

or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects

with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects

the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations

and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally

accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered

thereby, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material

respects the information required to be stated therein; and the other financial information included or incorporated by reference in the

Registration Statement, the Pricing Disclosure Package 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; all disclosures included

or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP

financial measures” (as such term is defined by the rules and regulations of Commission) comply with Regulation G of the Exchange

Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable.

(g)            No

Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference

in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any change in the capital

stock (other than the issuance of shares of Common Stock upon exercise or vesting of stock options, restricted stock units (“RSUs”)

or other equity awards and the grant of restricted stock and other awards under existing equity incentive plans described in the Registration

Statement, the Pricing Disclosure Package and the Prospectus) of the Company, any material change in the consolidated long-term debt of

the Company and its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company

on any class of its capital stock, or any material adverse change, or any development that would reasonably be expected to result in a

material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results

of operations or prospects of the Company and its subsidiaries, taken as a whole; (ii) neither the Company nor any of its subsidiaries

has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and

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

its subsidiaries, taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference

with its business that is material to the Company and its subsidiaries, taken as a whole, and that is either from fire, explosion, flood

or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any

court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries, except in

each case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(h)            Organization

and Good Standing. The Company and each of its subsidiaries have been duly incorporated or organized, as applicable, and are validly

existing and in good standing (to the extent such concept exists in the relevant jurisdictions) under the laws of their respective jurisdictions

of incorporation or organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective

ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority

necessary to own or hold their respective properties and to conduct the businesses as described in the Registration Statement, the Pricing

Disclosure Package and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority

would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position,

stockholders’ equity, results of operations or prospects of the Company and its subsidiaries, taken as a whole, or on the performance

by the Company of its obligations under this Agreement (a “Material Adverse Effect”). The subsidiaries listed in Exhibit 21.1

to the Company’s Annual Report on Form 10-K are the only subsidiaries of the Company as of the date presented.

(i)            Capitalization.

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

all the outstanding shares of capital stock of the Company (including the Shares to be sold by the Selling Stockholder) have been duly

authorized and validly issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as

described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no

outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into

or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract,

commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such

subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the common stock of the Company conforms

in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus;

and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company

have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free

and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party

(other than as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus).

(j)            Stock

Options. With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation and

incentive plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify

as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”),

so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option

was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the

Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes

or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each

such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory

rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such

grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and

disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable law. The Company

has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise

coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company and

its subsidiaries or their results of operations or prospects.

(k)            Due

Authorization. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its

obligations hereunder; and all action required to be taken by the Company for the due authorization, execution and delivery by the Company

of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the Share Repurchase, has been

duly and validly taken.

(l)            Underwriting

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

(m)          Descriptions

of the Underwriting Agreement. This Agreement conforms in all material respects to the description thereof contained in the Registration

Statement, the Pricing Disclosure Package and the Prospectus.

(n)            No

Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar

organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute

such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of

trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company

or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in

violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory

authority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above,

for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

(o)            No

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

(including the Share Repurchase) will not (i) conflict with or result in a breach or violation of any of the terms or provisions

of, or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition

of any lien, charge or encumbrance upon any property, right or asset of the Company or any of its subsidiaries pursuant to, any indenture,

mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or

by which the Company or any of its subsidiaries is bound or to which any property, right or asset of the Company or any of its subsidiaries

is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company

or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation

of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries, except,

in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that

would not, individually or in the aggregate, have a Material Adverse Effect.

(p)            No

Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or

governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries is required for the execution and

delivery by the Company of, and the performance by the Company of its obligations under, this Agreement (including the Share Repurchase),

except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Exchange and

under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters.

(q)            Legal

Proceedings. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal,

governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”)

pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries

is the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably

be expected to have a Material Adverse Effect; to the knowledge of the Company, no such Actions are threatened or contemplated by any

governmental or regulatory authority or threatened by others.

(r)            Independent

Accountants. KPMG LLP, which has certified certain consolidated financial statements of the Company and its subsidiaries, is an independent

registered public accounting firm with respect to the Company within the applicable rules and regulations adopted by the Commission

and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(s)            Title

to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights

to lease or otherwise use, all items of real and personal property (other than with respect to Intellectual Property (as defined below),

which is addressed exclusively in a separate subsection herein) that are material to the business of the Company and its subsidiaries,

taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that

(i) secure loans and borrowings under the Company’s credit agreement described in the Registration Statement, the Pricing Disclosure

Package and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company

and its subsidiaries or (iii) would not, individually or in the aggregate, have a Material Adverse Effect.

(t)            Intellectual

Property. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the Company and its subsidiaries

own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service

mark registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, proprietary

or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual

Property”) necessary in the conduct of the Company’s business as currently conducted; (ii) to the knowledge of the Company,

the Company’s and its subsidiaries’ conduct of the Company’s business does not infringe, misappropriate or otherwise

violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any

claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its

subsidiaries is not being infringed, misappropriated or otherwise violated by any person.

(u)            No

Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on

the one hand, and the directors, officers, stockholders or other affiliates of the Company or any of its subsidiaries, on the other, that

is required by the Securities Act to be described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus

and that is not so described in such documents and in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(v)           Investment

Company Act. The Company is not required to register as an “investment company” or an entity “controlled”

by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations

of the Commission thereunder.

(w)            Taxes.

Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries have paid all

federal, state, local and foreign taxes (except as are currently being contested in good faith and for which appropriate reserves are

being maintained in accordance with GAAP) and filed all tax returns (or timely filed applicable extensions therefor) required to be paid

or filed through the date hereof; and except as otherwise disclosed in each of the Registration Statement, the Pricing Disclosure Package

and the Prospectus or as would not, individually or in the aggregate, have a Material Adverse Effect, there is no tax deficiency that

has been, or would reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties

or assets.

(x)            Licenses

and Permits. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the Company and its subsidiaries

possess all licenses, sub-licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings

with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or

lease of their respective properties or the conduct of their respective businesses as described in each of the Registration Statement,

the Pricing Disclosure Package and the Prospectus; and (ii) except as described in each of the Registration Statement, the Pricing

Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification

of any such license, sub-license, certificate, permit or authorization or has any reason to believe that any such license, sub-license,

certificate, permit or authorization will not be renewed in the ordinary course.

(y)            No

Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge

of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute

with, the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, except as would not have a

Material Adverse Effect.

(z)            Certain

Environmental Matters. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the

Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign

laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements

relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or

wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with

all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental

Laws to conduct the Company’s business, and (z) have not received notice of any actual or potential liability or obligation

under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation

of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event

or condition that would reasonably be expected to result in any such notice; (ii) to the knowledge of the Company, there are no costs

or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and

(ii) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) (x) there

is no proceeding that is pending or, to the knowledge of the Company, contemplated, against the Company or any of its subsidiaries under

any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which the Company reasonably

believes 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 or concerning hazardous

or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a Material Adverse Effect, and (z) none

of the Company or its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would have a Material Adverse

Effect.

(aa)         Compliance

with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security

Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any

entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14) of ERISA

or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Code)

would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable

statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within

the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions

effected pursuant to a statutory or administrative exemption; (iii) no Plan has failed (whether or not waived), or is reasonably

expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the

Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning

of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of

ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) the

fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those

assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA

and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to

be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to

act, which would cause the loss of such qualification; (viii) neither the Company nor any member of the Controlled Group has incurred,

nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension

Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”

within the meaning of Section 4001(a)(3) of ERISA); (ix) there is no pending audit or investigation by the U.S. Internal

Revenue Service, the U.S. Department of Labor, the Pension Benefit Guarantee Corporation or any other governmental entity or any non-U.S.

regulatory agency with respect to any Plan, and (x) there is no increase in the aggregate amount of contributions required to be

made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group

affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently

completed fiscal year; and (xi) none of the Company nor any of its subsidiaries have or have had any “accumulated post-retirement

benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) with respect to any Plan or otherwise,

except, in each case, with respect to the actions, events or conditions set forth in (i) through (xi) hereof, as would not,

individually or in the aggregate, have a Material Adverse Effect.

(bb)         Disclosure

Controls. The Company and its subsidiaries, taken as a whole, maintain an effective system of “disclosure controls and procedures”

(as defined in Rule 13a-15(e) under the Exchange Act) that complies with the applicable requirements of the Exchange Act and

that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the

Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and

forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s

management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations

of the effectiveness of their disclosure controls and procedures (taken as a whole) as required by Rule 13a-15 under the Exchange

Act.

(cc)         Accounting

Controls. The Company and its subsidiaries, taken as a whole, maintain a system of “internal control over financial reporting”

(as defined in Rule 13a-15(f) under the Exchange Act) that complies with the applicable requirements of the Exchange Act and

has been designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons

performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with GAAP. The Company and its subsidiaries, taken as a whole, maintain internal

accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s

general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in

conformity with 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) interactive data in eXtensible Business Reporting

Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly

presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and

guidelines applicable thereto. The Company is not aware of any material weaknesses in its internal control over financial reporting. The

Company’s independent registered public accounting firm and the Audit Committee of the Board of Directors of the Company have been

advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize

and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have

a significant role in the Company’s internal control over financial reporting.

(dd)         eXtensible

Business Reporting Language. 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.

(ee)         Insurance.

The Company and its subsidiaries, taken as a whole, have insurance covering their respective properties, operations, personnel and

businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as the

Company believes in good faith are adequate to protect the Company and its subsidiaries and their businesses, taken as a whole; and neither

the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that substantial capital

improvements or other expenditures will have to be made in order to continue such insurance or (ii) any reason to believe that it

will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar

insurers as is necessary to continue its business at a cost that is customary for such insurance or that would not, individually or in

the aggregate, have a Material Adverse Effect.

(ff)          Cybersecurity;

Data Protection. The information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications

and databases of the Company and its subsidiaries, taken as a whole (collectively, “IT Systems”), are reasonably adequate

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

its subsidiaries, taken as a whole, as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time

bombs, malware and other corruptants. The Company and its subsidiaries, taken as a whole, have implemented and maintained commercially

reasonable controls, policies, procedures and safeguards to maintain and protect their material confidential information and the integrity,

continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive,

confidential or regulated data (“Personal Data”)) used in connection with their businesses, taken as a whole, and, to the

knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except, in each

case, that would not, individually or in the aggregate, have a Material Adverse Effect. The Company and each of its subsidiaries are presently

in material compliance with all internal and external privacy policies, contractual obligations, industry standards, applicable laws,

statutes, judgments, orders, binding rules and regulations of any court or arbitrator or other governmental or regulatory authority

that has jurisdiction over the Company or its subsidiaries and any other applicable legal obligations relating to the privacy and security

of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation

or modification.

(gg)         No

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

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

its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating

to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful

payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity

or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any

political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign

Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of

Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom

or any other applicable anti-bribery or anti-corruption law (collectively, the “Anti-Corruption Laws”); or (iv) made,

offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation,

any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit.

(hh)         Compliance

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

with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting

Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts

business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or

enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by

or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with

respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(ii)            No

Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company

or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate, or 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 is: (A) the

subject or the target 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 and including, without limitation, the designation

as a “specially designated national” or “blocked person”), 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 or the target 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 and North Korea (each, a “Sanctioned Country”).

The Company and each of its subsidiaries have not engaged in, are not now engaged in, and will not engage in, any dealings or transactions

with any Person, or in any country or territory, that at the time of the dealing or transaction is or was, or whose government is or was,

the subject or the target of Sanctions. The Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged

in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of

Sanctions or with any Sanctioned Country. The Company and its subsidiaries and controlled 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 and Sanctions.

(jj)            No

Restrictions on Subsidiaries. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus,

no subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a

party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock

or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring

any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

(kk)          No

Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any

person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission,

finder’s fee or like payment in connection with the offering and sale of the Shares (including the Share Repurchase).

(ll)            No

Registration Rights. No person has the right to require the Company or any of its subsidiaries to register any securities for sale

under the Securities Act by reason of the filing of the Registration Statement with the Commission or, to the knowledge of the Company,

the sale of the Shares to be sold by the Selling Stockholder hereunder, except as have been validly waived or complied with.

(mm)        No

Stabilization. Neither the Company nor any of its subsidiaries or affiliates has taken, directly or indirectly, any action designed

to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.

(nn)         Forward-Looking

Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the

Exchange Act) included or incorporated by reference in any of the Registration Statement, the Pricing Disclosure Package or the Prospectus

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

(oo)         Statistical

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

market-related data included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the

Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(pp)         Sarbanes-Oxley

Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities

as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in

connection therewith applicable to the Company as of or prior to the date hereof, including Section 402 related to loans and Sections

302 and 906 related to certifications.

(qq)         Status

under the Securities Act. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest

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

Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” and is a well-known

seasoned issuer, in each case as defined in Rule 405 under the Securities Act.

4.             Representations

and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to each Underwriter and the Company that:

(a)            Required

Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by the Selling Stockholder

of this Agreement, and for the sale and delivery of the Shares to be sold by the Selling Stockholder hereunder, have been obtained, except

for such consents, approvals, authorizations, orders and registrations or qualifications (1) as may be required by the Exchange and

under applicable state securities laws, including but not limited to, Blue Sky laws, in connection with the purchase and distribution

of the Shares by the Underwriters and (2) that would not affect the validity of the Shares to be sold by the Selling Stockholder

or impair the ability of the Selling Stockholder to consummate the transactions contemplated hereby; and the Selling Stockholder has full

right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling

Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by the Selling Stockholder.

(b)            No

Conflicts. The execution, delivery and performance by the Selling Stockholder of this Agreement, the sale of the Shares to be sold

by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated herein will not (i) conflict

with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation

or imposition of any lien, charge or encumbrance upon any property, right or asset of the Selling Stockholder pursuant to, any indenture,

mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling

Stockholder is bound or to which any of the property, right or asset of the Selling Stockholder is subject, (ii) result in any violation

of the provisions of the limited partnership agreement of the Selling Stockholder or (iii) result in the violation of any applicable

law or statute or any judgment, order, rule or regulation applicable to the Selling Stockholder of any court or arbitrator or governmental

or regulatory agency having jurisdiction over the Selling Stockholder, except in the case of clauses (i) and (iii), as would not,

individually or in the aggregate, reasonably be expected have a material adverse effect on the ability of the Selling Stockholder to perform

its obligations under this Agreement or to consummate the transactions as contemplated hereby.

to Shares. The Selling Stockholder has, and immediately prior to the Closing Date, the Selling Stockholder will have, good and valid

title to, or a valid “security entitlement” within the meaning of Section 8-102 of the New York Uniform Commercial Code

as in effect in the State of New York on the date hereof (the “UCC”) in respect of, the Shares to be sold by the Selling Stockholder

hereunder at the Closing Date free and clear of all liens, encumbrances, equities or claims. Pursuant to Article 8 of the UCC, upon

(i) payment for the Shares to be sold by the Selling Stockholder to the Underwriters as provided in this Agreement, (ii) the

delivery of such Shares to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, (iii) the

registration of such Shares in the name of Cede or such other nominee as may be designated by DTC and (iv) the indication by book

entry on the records of DTC maintained for such purpose, that the number of Shares set forth opposite the name of each Underwriter on

Schedule 1 to this Agreement have been credited to a securities account (as defined in Section 8-501(a) of the UCC) at DTC in

the name of each Underwriter (A) pursuant to Section 8-501 of the UCC, the Underwriters will acquire a security entitlement

(as defined in Section 8-102 of the UCC) in respect of such Shares and (B) assuming that no Underwriter has notice of any adverse

claim (as such phrase is defined in Section 8-105 of the UCC) to the Shares to which the security entitlement relates, no action

based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Shares may be successfully asserted against

the Underwriters with respect to the security entitlement, assuming, in each case, that when such payment, delivery and crediting occur,

(w) such Shares have been registered in the name of Cede or such other nominee as may be designated by DTC, in each case on the Company’s

share registry in accordance with its certificate of incorporation, by laws and applicable law, (x) DTC is a “clearing corporation”

and a “securities intermediary” each within the meaning of Section 8-102 of the UCC, (y) appropriate entries to

the securities account in the name of each Underwriter on the records of DTC will have been made pursuant to the UCC and (z) the

State of New York is the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of

the UCC) of DTC with respect to each Underwriter’s securities account to which the Shares have been credited.

(d)            No

Stabilization. The Selling Stockholder has not taken, directly or indirectly, any action designed to or that could reasonably be expected

to cause or result in any stabilization or manipulation of the price of the Shares.

(e)            Pricing

Disclosure Package. The Pricing Disclosure Package, at the Applicable Time did not, and as of the Closing Date will not, contain any

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

the circumstances under which they were made, not misleading; provided that the representation and warranty in this Section 4(e) made

by the Selling Stockholder shall be limited solely to statements or omissions made in reliance upon and in conformity with information

relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration

Statement, the Base Prospectus, the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or the Pricing

Disclosure Package, it being understood and agreed that the only information furnished by the Selling Stockholder consists of the name

of the Selling Stockholder, the number of offered Shares, the address and any other information (excluding percentages) of the Selling

Stockholder which appears in the table (and corresponding footnotes) under the caption “Selling Stockholder” in the Pricing

Disclosure Package (with respect to the Selling Stockholder, the “Selling Stockholder Information”).

(f)            Issuer

Free Writing Prospectus. Other than the Registration Statement, the Base Prospectus and the Prospectus, the Selling Stockholder (including

its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved

or referred to and will not prepare, make, use, authorize, approve or refer to any Issuer Free Writing Prospectus other than (i) any

document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities

Act or (ii) the documents listed on Annex A hereto, each electronic road show and any other written communications approved in writing

in advance by the Company and the Representatives.

(g)            Registration

Statement and Prospectus. As of the applicable effective date of the Registration Statement and any post-effective amendment thereto,

the Registration Statement and any such post-effective amendment did not and will not contain any untrue statement of a material fact

or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and

as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any

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

the circumstances under which they were made, not misleading; provided that the representation and warranty made by the Selling

Stockholder in this Section 4(g) shall be limited solely to statements or omissions made in reliance upon and in conformity

with the Selling Stockholder Information.

5.             Further

Agreements of the Company. The Company covenants and agrees with each Underwriter that:

(a)            Required

Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and

Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433

under the Securities Act; and the Company will file within the time periods required by the Commission all reports and any definitive

proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of

the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with

the offering or sale of the Shares; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to

the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day

next succeeding the date of this Agreement (or such other time as may be agreed to by the Representatives and the Company) in such quantities

as the Representatives may reasonably request.

(b)            Delivery

of Copies. The Company will deliver, without charge, (i) upon the reasonable written request of the Representatives, to the Representatives,

two signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and

consents filed therewith and documents incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy

of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery

Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated

by reference therein and each Issuer Free Writing Prospectus) as the Representatives may reasonably request. As used herein, the term

“Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the

opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered

but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer.

or Supplements, Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving, referring to or filing

any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement, the Pricing Disclosure

Package or the Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer

Free Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file any

such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably object by

written notice (which may be by electronic mail).

(d)            Notice

to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing (which may be by

electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement

has been filed or becomes effective; (iii) when any supplement to the Pricing Disclosure Package, the Prospectus, any Issuer Free

Writing Prospectus or any amendment to the Prospectus has been filed or distributed; (iv) of any request by the Commission for any

amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission

relating to the Registration Statement or any other request by the Commission for any additional information; (v) of the issuance

by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement

or preventing or suspending the use of any Base Prospectus, any of the Pricing Disclosure Package, the Prospectus or the initiation or,

to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act;

(vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any

of the Pricing Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement

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

existing when the Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not

misleading; (vii) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement

or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt

by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction

or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose; and the Company will use its reasonable

best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending

the use of any Base Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares

and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

(e)            Ongoing

Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist

as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state

any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is

delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company

will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission

and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Prospectus

(or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in

the Prospectus as so amended or supplemented (or any document to be filed with the Commission and incorporated by reference therein) will

not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus

will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition

shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of

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

existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement

the Pricing Disclosure Package to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and,

subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers

as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package (or any document to be filed with

the Commission and incorporated by reference therein) as may be necessary so that the statements in the Pricing Disclosure Package as

so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a

purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

(f)             Blue

Sky Compliance. The Company will qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions

as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of

the Shares; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as

a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent

to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise

so subject.

(g)            Earning

Statement. The Company will make generally available (which may be satisfied by filing with the Commission’s Electronic Data

Gathering Analysis and Retrieval System (“EDGAR”)) to its security holders and the Representatives as soon as practicable

an earning statement (which need not be audited) that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158

of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company

occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

(h)            Clear

Market. For a period of 45 days after the date of the Prospectus (the “Restricted Period”), the Company will not, and

will not publicly disclose the intention to, (i) 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, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of

Stock or any securities convertible into or exercisable or exchangeable for Stock, or (ii) enter into any swap or other agreement

that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether

any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in

cash or otherwise, without the prior written consent of the Representatives.

The restrictions described above do not apply to

(i) the Shares to be sold hereunder; (ii) the issuance of shares of Stock or securities convertible into or exercisable for

shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options

(including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement

and described in the Prospectus; (iii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and

the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise

of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of

an equity compensation plan in effect as of the Closing Date and described in the Prospectus; or (iv) the filing of any registration

statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement

and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

(i)             No

Stabilization. Neither the Company nor its subsidiaries or affiliates will take, directly or indirectly, any action designed to or

that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.

(j)            Reports.

For a period of three years from the date of this Agreement, so long as the Shares are outstanding, the Company will furnish to the Representatives,

as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares,

and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic

quotation system; provided that the Company will be deemed to have furnished such reports and financial statements to the Representatives

to the extent they are filed on EDGAR.

(k)            Record

Retention. For a period of three years from the date of this Agreement, the Company will, pursuant to reasonable procedures developed

in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission to the extent required by and

in accordance with Rule 433 under the Securities Act.

(l)            Certification

Regarding Beneficial Owners of Legal Entity Customers. The Company has delivered or will deliver to each Underwriter (or its agent),

on or before the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of

Legal Entity Customers, together with copies of identifying documentation, and the Company undertakes to provide such additional supporting

documentation as each Underwriter may reasonably request in connection with the verification of the foregoing certification.

6.            Further

Agreements of the Selling Stockholder. The Selling Stockholder covenants and agrees with each Underwriter that:

(a)            No

Stabilization. The Selling Stockholder will not take, directly or indirectly, any action designed to or that could reasonably be expected

to cause or result in any stabilization or manipulation of the price of the Shares.

(b)            Tax

Form. The Selling Stockholder has or will deliver to the Representatives prior to or at the Closing Date a properly completed and

executed United States Treasury Department Form W-9, together with all required attachments, if any, of the Selling Stockholder.

7.            Certain

Agreements of the Underwriters. Each Underwriter hereby severally represents and agrees that:

(a)            It

has not and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus”,

as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by

the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than

(i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the

Securities Act) that was not included (including through incorporation by reference) in the Base Prospectus or a previously filed Issuer

Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or

Section 5(c) above (including any electronic road show approved in writing in advance by the Company), or (iii) any free

writing prospectus prepared by such underwriter and approved by the Company in advance in writing.

(b)            It

has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms

of the offering of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission;

provided that Underwriters may use a term sheet substantially in the form of Annex B hereto without the consent of the Company;

provided, further, that any Underwriter using such term sheet shall notify the Company, and provide a copy of such term

sheet to the Company, prior to, or substantially concurrently with, the first use of such term sheet.

is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify

the Company and the Selling Stockholder if any such proceeding against it is initiated during the Prospectus Delivery Period).

8.            Conditions

of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Shares on the Closing Date, as provided herein

is subject to the performance by the Company and the Selling Stockholder in all material respects of their respective covenants and other

obligations hereunder and to the following additional conditions:

(a)            Registration

Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding

for such purpose or pursuant to Section 8A of the Securities Act shall be pending before or, to the knowledge of the Company, threatened

by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities

Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance

with Section 5(a) hereof; and all requests by the Commission for additional information shall have been complied with to the

reasonable satisfaction of the Representatives.

(b)            Representations

and Warranties. The respective representations and warranties of the Company and the Selling Stockholder contained herein shall be

true and correct on the date hereof and on and as of the Closing Date and the statements of the Company and its officers and the Selling

Stockholder and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the

Closing Date.

Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist,

which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus

(excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable

or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date, on the terms and in the manner contemplated

by this Agreement, the Pricing Disclosure Package and the Prospectus.

(d)            Officer’s

Certificate. The Representatives shall have received on and as of the Closing Date, (x) a certificate of an executive officer

of the Company who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Representatives

(i) confirming that such officer has carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus

and, to the knowledge of such officers, the representations set forth in Sections 3(b) and 3(d) hereof are true and correct,

(ii) confirming that the other representations and warranties of the Company in this Agreement are true and correct and that the

Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to

the Closing Date, and (iii) to the effect set forth in paragraphs (a), (b) and (c) above and (y) a certificate of

the Selling Stockholder, to the effect that (i) the representations and warranties of the Selling Stockholder set forth in this Agreement

are true and correct3 with the same force and effect as though expressly made by the Selling Stockholder on and as of such

date and (ii) the Selling Stockholder has complied in all material respects with all the agreements and satisfied all the conditions

on its part to be performed or satisfied hereunder at or prior to such date.

(e)            Comfort

Letters and CFO Certificates. (i) On the date of this Agreement and on the Closing Date, KPMG LLP shall have furnished to the

Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters,

in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included

in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information

contained or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided

that the letters delivered on the date of this Agreement and on the Closing Date shall use a “cut-off” date no more than two

business days prior to the date of this Agreement or the Closing Date, as applicable, and (ii) on the date of this Agreement and

on the Closing Date, the Company shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof

and addressed to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Pricing Disclosure

Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably

satisfactory to the Representatives.

(f)            Opinions

and Negative Assurance Letter of Counsel for the Company. Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company,

shall have furnished to the Representatives its written opinions and negative assurance letter, dated the Closing Date, and addressed

to the Representatives, in form and substance reasonably satisfactory to the Representatives.

(g)            Opinion

of Counsel for the Selling Stockholder. Simpson Thacher & Bartlett LLP, counsel for Ignition Acquisition Holdings LP, shall

have furnished to the Representatives their written opinion dated the Closing Date, and addressed to the Representatives, in form and

substance reasonably satisfactory to the Representatives.

(h)            Opinion

and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date, an opinion

and negative assurance letter, addressed to the Representatives, of Latham & Watkins LLP, counsel for the Underwriters, with

respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information

as they may reasonably request to enable them to pass upon such matters.

(i)            No

Legal Impediment to Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted

or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the sale of

the Shares by the Selling Stockholder; and no injunction or order of any federal, state or foreign court shall have been issued that would,

as of the Closing Date, prevent the sale of the Shares by the Selling Stockholder.

(j)            Good

Standing. The Representatives shall have received on and as of the Closing Date, satisfactory evidence of the good standing of the

Company and its subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as

the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental

authorities of such jurisdictions.

(k)            Exchange

Listing. The Shares to be delivered on the Closing Date shall have been approved for listing on the Exchange.

(l)            Lock-up

Agreement. The “lock-up” agreement, substantially in the form of Exhibit A hereto, executed by the Selling

Stockholder, relating to sales and certain other dispositions of shares of Stock or certain other securities, delivered to the Representatives

on or before the date hereof, shall be in full force and effect on the Closing Date.

(m)            Additional

Documents. On or prior to the Closing Date, the Company and the Selling Stockholder shall have furnished to the Representatives such

further certificates and documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence

mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form

and substance reasonably satisfactory to counsel for the Underwriters.

9.            Indemnification

and Contribution.

(a)            Indemnification

of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors

and officers and each person, if any, who controls such Underwriter within the meaning of 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, reasonably incurred

legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses

are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a

material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required

to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged

untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), the Base Prospectus, any Issuer

Free Writing Prospectus, any “issuer information” filed or required to be filed 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”) or any Pricing

Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged

omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading, in each case, except insofar as such losses, claims, damages or liabilities arise out of, or are based

upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with (i) the

Underwriter Information or (ii) the Selling Stockholder Information.

(b)            Indemnification

of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its

affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of 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, reasonably incurred legal fees and other expenses incurred in connection with any suit, action or proceeding or any

claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement

or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to

state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any

untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto),

the Base Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to

Rule 433(d) under the Securities Act, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package

that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order

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

with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged

untrue statement or omission made in reliance upon and in conformity with the Selling Stockholder Information and (y) except insofar

as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement

or omission made in reliance upon and in conformity with the Underwriter Information (as defined below); provided, that the aggregate

liability of the Selling Stockholder under this paragraph (b) and the contribution provisions under paragraph (e) below shall

not exceed an amount equal to the net proceeds (after deducting underwriting commissions and discounts but before deducting expenses)

received by the Selling Stockholder from the sale of Shares sold by it as contemplated herein (the “Selling Stockholder Proceeds”).

of the Company and the Selling Stockholder. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the

Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the

meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Stockholder from and against any

and all losses, claims, damages and liabilities (including, without limitation, reasonably incurred legal fees and other expenses incurred

in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that

arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration

Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in

order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact

contained in the Prospectus (or any amendment or supplement thereto), the Base Prospectus, any Issuer Free Writing Prospectus, any “issuer

information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show or any Pricing

Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged

omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading, but in each case, (x) only with respect to any losses, claims, damages or liabilities that arise

out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity

with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives

expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), the Base Prospectus, any Issuer

Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently

been amended), 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 contained in the twelfth, thirteenth and fourteenth

paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”) and (y) except

insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue

statement or omission made in reliance upon and in conformity with the Selling Stockholder Information.

(d)            Notice

and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be

brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this

Section 9, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification

may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall

not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it

has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further,

that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise

than under the preceding paragraphs of this Section 9. If any such proceeding shall be brought or asserted against an Indemnified

Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory

to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent

the Indemnified Person and any others entitled to indemnification pursuant to this Section that the Indemnifying Person may designate

in such proceeding and shall pay the reasonable and documented fees and expenses in such proceeding and shall pay the reasonable and documented

fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person 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 Person unless (i) the

Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed

within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall

have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to

the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying

Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential

differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding

or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any

local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any

such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated

in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed the Registration

Statement and any control persons of the Company shall be designated in writing by the Company and any such separate firm for the Selling

Stockholder shall be designated in writing by the Selling Stockholder. The Indemnifying Person shall not be liable for any settlement

of any proceeding effected without its written consent, but if settled with such consent, the Indemnifying Person agrees to indemnify

each Indemnified Person from and against any loss or liability by reason of such settlement. No Indemnifying Person shall, without the

written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified

Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement

(x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified

Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to

or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(e)            Contribution.

If the indemnification provided for in paragraphs (a), (b) or (c) above is unavailable to an Indemnified Person or insufficient

in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu

of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result

of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received

by the Company and the Selling Stockholder, on the one hand, and the Underwriters on the other, from the offering of the Shares or (ii) if

the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only

the relative benefits referred to in clause (i) but also the relative fault of the Company and the Selling Stockholder, on the one

hand, and the Underwriters on the other, 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 and the Selling

Stockholder, on the one hand, and the Underwriters on the other, shall be deemed to be in the same respective proportions as the net proceeds

(before deducting expenses) received by the Selling Stockholder from the sale of the Shares and the total underwriting discounts and commissions

received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the

aggregate offering price of the Shares. The relative fault of the Company and the Selling Stockholder, on the one hand, and the Underwriters

on the other, 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 and the Selling Stockholder

(provided that, with respect to the Selling Stockholder, such determination shall be limited by reference only to the Selling Stockholder’s

Selling Stockholder Information) or by the Underwriters (provided that, with respect to the Underwriters, such determination shall

be limited by reference only to the Underwriter Information) and the parties’ relative intent, knowledge, access to information

and opportunity to correct or prevent such statement or omission.

(f)            Limitation

on Liability. The Company, the Selling Stockholder and the Underwriters agree that it would not be just and equitable if contribution

pursuant to paragraph (e) above were determined by pro rata allocation (even if the Selling Stockholder or 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 paragraph (e) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages

and liabilities referred to in paragraph (e) above shall be deemed to include, subject to the limitations set forth above, any legal

or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs

(e) and (f), (i) in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the

total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares 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, and (ii) in no event shall the aggregate liability of the Selling Stockholder under paragraph (b) above

and paragraph (e) exceed the Selling Stockholder Proceeds. 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 Underwriters’ obligations to contribute pursuant to paragraphs (e) and (f) are several in proportion

to their respective purchase obligations hereunder and not joint.

(g)            Non-Exclusive

Remedies. The remedies provided for in paragraphs (a) through (f) are not exclusive and shall not limit any rights or remedies

which may otherwise be available to any Indemnified Person at law or in equity.

10.            Effectiveness

of Agreement. This Agreement shall become effective as of the date first written above.

11.            Termination.

This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company and the Selling Stockholder,

if after the execution and delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended

or materially limited on or by any of the New York Stock Exchange or The Nasdaq Stock Market; (ii) trading of any securities issued

or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium

on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred

any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United

States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with

the offering, sale or delivery of the Shares on the Closing Date, on the terms and in the manner contemplated by this Agreement, the Pricing

Disclosure Package and the Prospectus.

12.            Defaulting

Underwriter.

(a)            If,

on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such

date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to

the Company and the Selling Stockholder on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter,

the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Stockholder shall be

entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase

such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting

Underwriters or the Company and the Selling Stockholder may postpone the Closing Date, as the case may be, for up to five full business

days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Stockholder or counsel for

the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company

agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes.

As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise

requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter

agreed but failed to purchase.

(b)            If,

after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting

Underwriters, the Company and the Selling Stockholder as provided in paragraph (a) above, the aggregate number of Shares that remain

unpurchased on the Closing Date, does not exceed one-eleventh of the aggregate number of Shares to be purchased on such date, then the

Company and the Selling Stockholder shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that

such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares

that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements

have not been made.

after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting

Underwriters, the Company and the Selling Stockholder as provided in paragraph (a) above, the aggregate number of Shares that remain

unpurchased on the Closing Date exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company

and the Selling Stockholder shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without

liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be

without liability on the part of the Company, except that the Company and the Selling Stockholder will continue to be liable for the payment

of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall

remain in effect.

(d)            Nothing

contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Stockholder or any non-defaulting

Underwriter for damages caused by its default.

13.            Payment

of Expenses.

(a)            Whether

or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause

to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the

costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection;

(ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Base

Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments

and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the

fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with

the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions

as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees

and expenses of counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges

of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and

clearance of the offering by, the Financial Industry Regulatory Authority, Inc. (“FINRA”); (ix) all expenses incurred

by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application

fees related to the listing of the Shares on the Exchange; provided, however, that the amounts payable by the Company for

fees and disbursements of counsel to the Underwriters described in clauses (v) and (viii) shall not exceed $5,000 in the aggregate.

Notwithstanding the foregoing, it is understood and agreed that except as expressly provided in Section 9 or Section 13

of this Agreement, the Underwriters will pay all of their own costs and expenses, including stock transfer taxes on the resale of any

of the Shares by them.

(b)            If

(i) this Agreement is terminated pursuant to Section 11, (ii) the Company or the Selling Stockholder for any reason fails

to tender the Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter) or (iii) the Underwriters

decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all

accountable out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel), other than

those of a defaulting Underwriter, actually incurred by the Underwriters in connection with this Agreement and the offering contemplated

hereby.

14.            Persons

Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective

successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred

to in Section 9 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable

right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter

shall be deemed to be a successor merely by reason of such purchase.

15.            Survival.

The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Selling Stockholder

and the Underwriters contained in this Agreement or made by or on behalf of the Company, the Selling Stockholder or the Underwriters pursuant

to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Shares and shall remain

in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the

Selling Stockholder or the Underwriters or the directors, officers, controlling persons or affiliates referred to in Section 9 hereof.

16.            Certain

Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate”

has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other

than a day on which banks are permitted or required to be closed in New York City; (c) the term “subsidiary” has the

meaning set forth in Rule 405 under the Securities Act; and (d) the term “significant subsidiary” has the meaning

set forth in Rule 1-02 of Regulation S-X under the Exchange Act.

17.            Compliance

with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,

2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the

Company and the Selling Stockholder, which information may include the name and address of their respective clients, as well as other

information that will allow the Underwriters to properly identify their respective clients.

18.            Miscellaneous.

(a)            Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted

and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o BofA Securities, Inc.,

One Bryant Park, New York, NY 10036, Attention: Syndicate Department; Email: dg.ecm_execution_services@bofa.com, with a copy to dg.capital_markets_legal@bofa.com,

Attention: Capital Markets Legal. Notices to the Company shall be given to it at 11299 N. Illinois Street, Suite 500, Carmel, IN

46032; Attention: Chief Legal Officer. Notices to the Selling Stockholder shall be given to it c/o Apax Partners US, LLC at 601

Lexington Avenue, 58th Floor, New York, NY 10022; Attention: Roy Mackenzie and Steven Kooyers; Email: Roy.Mackenzie@apax.com and Steven.Kooyers@apax.com,

with a copy to Simpson Thacher & Bartlett LLP at 425 Lexington Avenue, New York, NY 10017; Attention: Kenneth B. Wallach and

Sunny Cheong; Email: kwallach@stblaw.com and SCheong@stblaw.com.

(b)            Governing

Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed

in accordance with the laws of the State of New York.

to Jurisdiction. Each of the Company and the Selling Stockholder hereby submit, severally and not jointly, to the exclusive jurisdiction

of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out

of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Selling Stockholder waive any objection

which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Each of the Company and the Selling

Stockholder agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon

the Company and the Selling Stockholder, as applicable, and may be enforced in any court to the jurisdiction of which Company and the

Selling Stockholder, as applicable, is subject by a suit upon such judgment.

(d)            WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING

TO THIS AGREEMENT.

(e)            Recognition

of the U.S. Special Resolution Regimes.

(i) 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.

(ii) 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.

As used in this Section 18(e):

“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.

(f)            Counterparts.

This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each

of which shall be an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via

facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions

Act, the Electronic Signatures and Records 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.

(g)            Amendments

or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall

in any event be effective unless the same shall be in writing and signed by the parties hereto.

(h)            Headings.

The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation

of, this Agreement.

[Signature Pages Follow]

If the foregoing is in accordance with your understanding,

please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,

OPENLANE, INC.

By:

/s/

Bradley Herring

Name:

Bradley Herring

Title:

Executive Vice President and Chief Financial Officer

Ignition

Acquisition Holdings LP

By: IGNITION ACQUISITION HOLDINGS

GP, LLC, its general partner

By:

/s/

Steven Kooyers

Name:

Steven Kooyers

Title:

Treasurer and Secretary

Accepted: As of the date first written above

BofA Securities, Inc.

For themselves and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

By:

/s/

Sarah Ransdell Bayer

Authorized Signatory

[Signature Page to Underwriting Agreement]

Schedule 1

Underwriter

Number of Shares

(Excluding Share

Repurchase)

Number

of Repurchase

BofA Securities, Inc.

7,272,410

727,590

Total

7,272,410

727,590

Schedule 2

Selling Stockholder

Number

Ignition Acquisition Holdings LP

8,000,000

Annex A

a.             Pricing

Disclosure Package

Press release issued by the Company and filed as a free writing

prospectus on August 11, 2026

b.             Pricing

Information Provided Orally by Underwriters

Number of Shares: 8,000,000

Public Offering Price: Variable price offering

on an investor-by-investor basis

Repurchase Shares: 727,590

Annex B

Pricing Term Sheet

None.

Exhibit A

FORM OF LOCK-UP AGREEMENT

August [__], 2026

BofA Securities, Inc.

As Representative of

the several Underwriters listed in

Schedule 1 to the Underwriting

Agreement referred to below

c/o BofA Securities, Inc.

One Bryant Park

New York, NY 10036

Re:         OPENLANE, Inc.

--- Public Offering

Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”)

is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among OPENLANE, Inc.,

a Delaware corporation (the “Company”), the Selling Stockholder listed on Schedule 2 thereto and the underwriters listed in

Schedule 1 thereto (the “Underwriters”), relating to an underwritten public offering of common stock, $0.01 par value per

share (the “Common Stock”), of the Company (the “Offering”). Capitalized terms used but not defined herein shall

have the meanings assigned thereto in the Underwriting Agreement. If there is only one Underwriter identified in Schedule 1 thereto, references

to “Underwriters” in this Letter Agreement shall instead mean the Underwriter and related plural terms shall instead be read

in the singular.

In order to induce the Underwriters to enter into

the Underwriting Agreement, the undersigned will not, without the prior written consent of BofA Securities, Inc., offer, sell, contract

to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the

disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or

any controlled affiliate of the undersigned or any person in privity with the undersigned or any controlled affiliate of the undersigned),

directly or indirectly, including the public filing (or participation in the public filing) of a registration statement with the Securities

and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position

within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and

regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company

(“Shares”) or any securities convertible into, or exercisable or exchangeable for such capital stock (“Related Securities”),

or publicly announce an intention to effect any such transaction, for a period from the date hereof until 45 days after the date of the

Underwriting Agreement (the “lock-up period”).

The foregoing restrictions shall not apply:

(i) to the transfer of Shares or Related Securities by gift, or by will or intestate succession to a family member or to a trust, partnership,

limited liability company or other entity for the direct or indirect benefit of the undersigned and/or a family member;

(ii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, to (1) transfers

of Shares or Related Securities to another corporation, partnership, limited liability company, trust or other business entity that is

a direct or indirect affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned or (2) distributions of

Shares or Related Securities to limited partners, limited liability company members or stockholders of the undersigned or holders of similar

equity interests in the undersigned;

(iii) if the undersigned is a trust, to transfers to the beneficiary of such trust;

(iv) to transfers to any investment fund or other entity that controls or manages, or is controlled or managed by, or is under common control

or management with, the undersigned;

(v) to transfers to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses

(i) through (iv);

(vi) to transfers to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise”

basis, of any option to purchase Shares or the vesting of any restricted stock awards or the settlement of any restricted stock units

granted by the Company pursuant to any incentive plans or otherwise pursuant to equity compensation plans or arrangements described in

or filed as an exhibit to the registration statement with respect to the Offering, where any Shares received by the undersigned upon any

such exercise, vesting or settlement will be subject to the terms of this lock-up agreement, or (2) for the purpose of satisfying

any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase Shares or the vesting of any

restricted stock awards or the settlement of any restricted stock units granted by the Company pursuant to any incentive plans or otherwise

pursuant to equity compensation plans or arrangements described in or filed as an exhibit to the registration statement with respect to

the Offering, in each case on a “cashless” or “net exercise” basis, where any Shares received by the undersigned

upon any such exercise, vesting or settlement will be subject to the terms of this lock-up agreement; provided that any filing

under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and

the related rules and regulations, the reason for such disposition and that such transfer of Shares was solely to the Company;

(vii) to transfers pursuant to an order of a court or regulatory agency (for purposes of this Letter Agreement, a “court or regulatory

agency” means any domestic or foreign, federal, state or local government, including any political subdivision thereof, any governmental

or quasi-governmental authority, department, agency or official, any court or administrative body, and any national securities exchange

or similar self-regulatory body or organization, in each case of competent jurisdiction); provided that any filing under Section 16(a) of

the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and

regulations, that such transfer is pursuant to an order of a court or regulatory agency;

(viii) to transfers of Shares or Related Securities to the Company pursuant to the call or put provisions of existing employment agreements

and equity grant documents; provided that any filing under Section 16(a) of the Exchange Act in connection with such

transfer shall indicate, to the extent permitted by such Section and the related rules and regulations, the reason for such

disposition and that such transfer of Shares or Related Securities was solely to the Company;

(ix) to transfers from an executive officer or his or her estate to the Company upon death, disability or termination of employment, in

each case, of such executive officer;

(x) to transfers of Shares acquired in the Offering or in open-market transactions after the completion of the Offering;

(xi) to transfers in response to a bona fide third party tender offer, merger, consolidation or other similar transaction made to or with

all holders of Shares or Related Securities involving a “change of control” (as defined below) of the Company occurring after

the consummation of the Offering, that has been approved by the board of directors of the Company, provided that in the event that

the tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s Shares shall remain subject

to the terms of this Letter Agreement. For purposes of this clause (xi), “change of control” means the consummation of any

bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person”

(as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner

(as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of at least 51% of total voting power of the voting stock of the Company;

(xii) to transfers to permit lenders or finance counterparties (as well as any security agent, securities intermediary and/or custodian)

in connection with a loan (including any margin loan) or other financing transaction provided to the undersigned and/or its affiliates

to enforce their security interest by foreclosing, selling, transferring, appropriating or otherwise disposing of the Shares or Related

Securities;

(xiii) to the entry into a written plan meeting the requirements of Rule 10b5-l under the Exchange Act for the transfer of Shares or

Related Securities that does not in any case provide for the transfer of Shares or Related Securities during the lock-up period; provided

that any filing under the Exchange Act or other public announcement made by any person regarding the establishment of such plan during

the lock-up period shall include a statement that the undersigned is not permitted to transfer securities under such plan during the lock-up

period in contravention of this Letter Agreement; and

(xiv) to any sale of Shares by the undersigned in the Offering pursuant to the Underwriting Agreement.

Provided, further,

that:

A. in the case of any transfer or distribution pursuant to clauses (i) through (v) above, it shall be a condition to such transfer

that each transferee executes and delivers to the Underwriters an agreement in form and substance satisfactory to the Underwriters stating

that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this Letter Agreement

and agrees not to sell or offer to sell such Shares and/or Related Securities, engage in any swap or engage in any other activities restricted

under this Letter Agreement except in accordance with this Letter Agreement (as if such transferee had been an original signatory hereto);

and

B. in the case of any transfer or distribution pursuant to clauses (i) through (v) and clause (ix) above, prior to the

expiration of the lock-up period no filing by any party (donor, donee, transferor or transferee) under the Exchange Act (other than those

required pursuant to Section 13 of the Exchange Act), or other public announcement reporting a reduction in beneficial ownership

of Shares shall be required or shall be made voluntarily in connection with such transfer or distribution.

Notwithstanding anything to the contrary in this

Letter Agreement, the restrictions set forth in this Letter Agreement shall not apply to the exercise of any right with respect to a registration

of any Shares or Related Securities; provided that no transfer of the undersigned’s Shares or Related Securities proposed

to be registered pursuant to the exercise of such rights under this paragraph shall occur, and no registration statement shall be publicly

filed or announced, during the lock-up period. In addition, the undersigned 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 or Related Securities except

in compliance with the foregoing restrictions.

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 Offering 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 be required or choose

to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Offering, the Underwriters are

not making a recommendation to you to enter into this Letter Agreement, and nothing set forth in such disclosures is intended to suggest

that the Underwriters are making such a recommendation.

If for any reason the Underwriting Agreement shall

be terminated prior to the Closing Date, the agreement set forth above shall likewise be terminated.

[Signature Page Follows]

Very truly yours,

Ignition

Acquisition Holdings LP

By: IGNITION ACQUISITION HOLDINGS

GP, LLC, its general partner

By:

Name:

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