Form 8-K

8-K — V2X, Inc.

Accession: 0001104659-26-058637

Filed: 2026-05-11

Period: 2026-05-07

CIK: 0001601548

SIC: 8744 (SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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8-K (Primary)

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event

reported): May 7, 2026

V2X, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Indiana

(State or Other Jurisdiction of Incorporation)

001-36341

38-3924636

(Commission

(IRS

Employer

File Number)

Identification No.)

2100 Reston Parkway, Suite 300

Reston, VA 20191

(Address of Principal Executive Offices) (Zip Code)

(571) 481-2000

(Registrant's Telephone Number, Including

Area Code)

Securities Registered Under 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

VVX

New York Stock Exchange

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 (see General

Instruction A.2. below):

¨ 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))

Indicate by check mark whether the registrant

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

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

Emerging growth company ¨

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 May 7, 2026, V2X, Inc.

(“V2X” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), by

and among the Company, Vertex Aerospace Holdco LLC (the “Selling Shareholder”), and Morgan Stanley & Co. LLC, as

the sole underwriter (the “Underwriter”), relating to the public offering (the “Offering”) of 2,004,569 shares

of common stock, par value $0.01 per share (“common stock”) . The Underwriting Agreement contains customary representations,

warranties, covenants and indemnification obligations of the Company, the Selling Shareholder and the Underwriter, as well as termination

and other customary provisions. The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File

No. 333-267223) that was declared effective under the Securities Act of 1933, as amended, by the Securities and Exchange Commission

on September 12, 2022, and a related prospectus supplement dated May 7, 2026 (the “Prospectus”).

The Offering closed on May 11,

2026. The Company did not sell any securities in the Offering and will not receive any proceeds from the sale of the shares offered by

the Selling Shareholder. Following the Offering, the Selling Shareholder will no longer own any shares of common stock. An entity affiliated

with the Selling Stockholder will, however, continue to beneficially own 375,420 shares, or approximately 1.2%, of the Company’s

outstanding common stock after giving effect to the Offering.

The foregoing description

of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the

Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.

The Underwriting Agreement

and the above descriptions have been included to provide investors and security holders with information regarding the terms of the Underwriting

Agreement. They are not intended to provide any other factual information about the Company or its subsidiaries or affiliates or equity

holders. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of that agreement

and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations

agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other as a way

of allocating contractual risk between them that differ from those applicable to investors. Moreover, the subject matter of the representations

and warranties is subject to more recent developments. Accordingly, investors should be aware that these representations, warranties and

covenants or any description thereof alone may not describe the actual state of affairs of the Company or its subsidiaries, affiliates,

businesses or equity holders as of the date they were made or at any other time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

1.1

Underwriting Agreement, dated May 7, 2026, by and among V2X, Inc., Vertex Aerospace Holdco LLC and Morgan Stanley & Co. LLC, as underwriter

104

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

SIGNATURE

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.

V2X, INC.

Dated: May 11, 2026

By:

/s/ Sarita B. Malakar

Sarita B. Malakar

Corporate Secretary

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2614113d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

EXECUTION VERSION

V2X, Inc.

2,004,569 Shares of Common Stock, par value $0.01

per share

Underwriting Agreement

New York, New York

May 7, 2026

Morgan Stanley & Co. LLC

1585 Broadway, 29th Floor

New York, New York 10036

As Representatives of the several Underwriters,

Ladies and Gentlemen:

The shareholder of V2X, Inc.,

a corporation organized under the laws of Indiana (the “Company”), named in Schedule I hereto (the “Selling

Shareholder”) proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”),

for whom you (the “Representatives”) are acting as representatives, an aggregate of 2,004,569 shares of common stock,

par value $0.01 per share (“Common Stock”), of the Company (said shares to be sold by the Selling Shareholder collectively

being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II

other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters

shall mean either the singular or plural as the context requires. The use of the neuter in this underwriting agreement (this “Agreement”)

shall include the feminine and masculine as the context requires.

As used in this Agreement, the

“Registration Statement” means the registration statement referred to in paragraph 1(i)(a) hereof, including the

exhibits, schedules and financial statements thereto and any prospectus supplement relating to the Securities that is filed with the Securities

and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended,

and the rules and regulations promulgated thereunder (the “Securities Act”) and deemed part of such registration

statement pursuant to Rule 430B under the Securities Act, as amended on each Effective Date, and, in the event any post-effective

amendment thereto or any registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities

Act (a “Rule 462(b) Registration Statement”) becomes effective prior to the Closing Date (as defined in Section 3

hereof), shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may

be; the “Effective Date” means each date and time that the Registration Statement, any post-effective amendment or

amendments thereto or any Rule 462(b) Registration Statement became or becomes effective; the “Base Prospectus”

means the base prospectus referred to in paragraph 1(i)(a) hereof contained in the Registration Statement at the date and time that

this Agreement is executed and delivered by the parties hereto (the “Execution Time”); and the “Final Prospectus”

means the prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) under the Securities

Act after the Execution Time, together with the Base Prospectus.

Any reference herein to the

Registration Statement, Base Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by

reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended, and the

rules and regulations promulgated thereunder (the “Exchange Act”) on or before the Effective Date of the Registration

Statement or the issue date of the Base Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms

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

or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective

Date of the Registration Statement or the issue date of the Base Prospectus or the Final Prospectus, as the case may be, deemed to be

incorporated therein by reference.

As used in this Agreement, the

“Disclosure Package” shall mean (i) the Base Prospectus, (ii) any issuer free writing prospectus, as defined

in Rule 433 under the Securities Act (an “Issuer Free Writing Prospectus”), identified in Schedule III hereto,

and (iii) any other free writing prospectus, as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”),

that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

1.              Representations

and Warranties.

(i)             The

Company represents and warrants to, and agrees with, each Underwriter and the Selling Shareholder as set forth below in this Section 1.

(a)            The

Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the SEC a registration

statement on Form S-3 (No. 333-267223), including the related Base Prospectus, for the registration of the offering and sale

of the Securities under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to the Execution

Time, has become effective. Any preliminary prospectus supplements relating to the Securities the Company may have filed with the SEC,

as part of an amendment to the Registration Statement or pursuant to Rule 424(b), have previously been furnished to you. The Company

will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) after the Execution

Time. As filed, such final prospectus supplement shall contain, in all material respects, all information required by the Securities Act

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

furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional

information and other changes (beyond that contained in the Base Prospectus) as the Company has advised you, prior to the Execution Time,

will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under

the Securities Act.

(b)            On

each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and

on the Closing Date (as defined herein), the Final Prospectus (and any supplement thereto) will, comply in all material respects with

the applicable requirements of the Securities Act and the Exchange Act; on each Effective Date, at the Execution Time and on the Closing

Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact

required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant

to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not include any untrue

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

under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as

to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance

upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives

specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and

agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package and the price to the public, and the number of Securities to be included on the cover page of the Final Prospectus,

when taken together as a whole, and (ii) each electronic road show, when taken together as a whole with the Disclosure Package and

the price to the public and the number of Securities to be included on the cover page of the Final Prospectus, does not contain any

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

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

the Disclosure Package or such other information based upon and in conformity with written information furnished to the Company by any

Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished

by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

(d)            (i) At

the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide

offer (within the meaning of Rule 164(h)(2)) under the Securities and (ii) as of the Execution Time (with such date being used

as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405),

without taking account of any determination by the SEC pursuant to Rule 405 that it is not necessary that the Company be considered

an Ineligible Issuer.

(e)            Each

Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement,

including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded

or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and

in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein,

it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information

described as such in Section 8 hereof.

(f)             The

interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration

Statement fairly presents the information called for in all material respects and has been prepared, in all material respects, in accordance

with the SEC’s rules and guidelines applicable thereto.

(g)            Each

of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation and, if applicable, in good standing

under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the

case may be, and to operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus, and

is duly qualified to do business as a foreign corporation and, if applicable, is in good standing under the laws of each jurisdiction

which requires such qualification, except, in the case of the Company’s subsidiaries, where the failure to be duly incorporated,

duly qualified, validly existing or in good standing would not reasonably be expected to have a Material Adverse Effect.

(h)            All

the outstanding shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and are fully

paid and non-assessable, and, except as otherwise set forth in the Disclosure Package and the Final Prospectus, all outstanding shares

of capital stock or other equity interests of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries

free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances.

(i)             This

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

(j)             The

Company is not and, after giving effect to the offering and sale of the Securities as described in the Disclosure Package and the Final

Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended.

(k)             No

consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the

sale of the Securities, except (i) such as have been or will be obtained prior to the Effective Date or may be required under the

Securities Act, the Exchange Act, the listing rules of the New York Stock Exchange (“NYSE”), applicable Financial

Industry Regulatory Authority, Inc. rules and under the blue sky laws of any jurisdiction in connection with the purchase and

distribution of the Securities by the Underwriters in the manner contemplated herein and in the Disclosure Package and the Final Prospectus

or (ii) the absence of which would reasonably be expected to have a material adverse effect on the condition (financial or otherwise),

prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions

in the ordinary course of business (a “Material Adverse Effect”) or delay, prohibit or prevent the consummation of

the sale of the Securities.

(l)             Neither

the sale of the Securities nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition

of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter

or bylaws of the Company or any of its subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note

agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries

is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment, order or

decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator

or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except in the case

of clauses (ii) and (iii) only, for such conflicts, breaches, violations, liens, charges or encumbrances that would not reasonably

be expected to result in a Material Adverse Effect or delay, prohibit or prevent the consummation of the sale of the Securities.

(m)           No

holders of securities of the Company have rights to the registration of such securities under the Registration Statement, except for such

rights of that have been effectively waived in writing, and the holders of outstanding shares of capital stock of the Company are not

entitled to statutory preemptive or other similar contractual rights to subscribe for the Securities.

(n)            The

consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries incorporated by reference

in the Disclosure Package, the Final Prospectus and the Registration Statement, together with the related notes, present fairly, in all

material respects, the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated,

comply, in all material respects, as to form with the applicable accounting requirements of the Securities Act and have been prepared,

in all material respects, in conformity with generally accepted accounting principles (“GAAP”) in the United States

applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The industry-related and market-related

data included in each of the Disclosure Package, the Final Prospectus and the Registration Statement are based on or derived from sources

which the Company reasonably and in good faith believes are reliable and accurate and such data is consistent with the sources from which

they are derived, in each case in all material respects.

(o)            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 or its or their property is pending or, to the knowledge of the Company, threatened that (i) would reasonably

be expected to delay, prohibit or prevent the consummation of the sale of the Securities or (ii) would reasonably be expected to

have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of

any amendment or supplement thereto).

(p)            Each

of the Company and each of its subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently

conducted.

(q)            Neither

the Company nor any subsidiary is in violation or default of (i) any provision of its charter or bylaws, (ii) the terms of any

indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant

or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment,

order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction

over the Company or such subsidiary or any of its properties, as applicable, except in the case of clauses (ii) and (iii) only,

for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect or delay, prohibit or prevent

the consummation of the sale of the Securities.

(r)             RSM

US LLP, which has certified the financial statements of the Company and its consolidated subsidiaries and delivered their report with

respect to the audited consolidated financial statements and schedules included in the Disclosure Package and the Final Prospectus, were

independent public accountants with respect to the Company within the meaning of the Securities Act and the applicable published rules and

regulations thereunder.

(s)            The

Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns that are required to be filed or has

requested extensions thereof (except in any case in which the failure so to file would not, singly or in the aggregate, reasonably be

expected to have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus

(exclusive of any amendment or supplement thereto)) and have paid all taxes required to be paid by it and any other assessment, fine or

penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty

that is currently being contested in good faith or as would not reasonably be expected to have a Material Adverse Effect, except as set

forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

(t)            No

labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is threatened or

imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries’

principal suppliers, contractors or customers, that would reasonably be expected to have a Material Adverse Effect, except as set forth

in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

(u)           The

Company and each of its subsidiaries, taken as a whole, are insured by insurers of recognized financial responsibility against such losses

and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance and

fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and

directors are, to the knowledge of the Company, in full force and effect; the Company and its subsidiaries are in compliance with the

terms of such policies and instruments in all material respects; and there are no claims by the Company or any of its subsidiaries under

any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause;

neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for; and neither the Company nor

any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage

expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably

be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus

(exclusive of any amendment or supplement thereto).

(v)            Except

with respect to any subsidiary in which the Company has a noncontrolling interest, no subsidiary of the Company is currently prohibited,

directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital

stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s

property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by the Disclosure Package

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

(w)           The

Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by all applicable authorities

necessary to conduct their respective businesses, except where the failure to possess such license, certificate, permit or other authorization

would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such subsidiary has received any notice

of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, if the subject of an

unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated

in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

(x)            The

Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that

(i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are

recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access

to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability

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

and (v) the interactive data in XBRL included or incorporated by reference in the Registration Statement, the Disclosure Package

and the Final Prospectus is in compliance with the SEC’s published rules, regulations and guidelines applicable thereto. Except

as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto),

the Company and its subsidiaries’ internal controls over financial reporting are effective and the Company and its subsidiaries

are not aware of any material weakness in their internal controls over financial reporting.

(y)            The

Company and its subsidiaries have taken all necessary actions to ensure that the Company and its subsidiaries maintain “disclosure

controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act); except as set forth in or

contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto); such disclosure controls

and procedures are effective.

(z)            The

Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to

cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to

facilitate the sale or resale of the Securities.

(aa)          The

Company and its subsidiaries are (i) in compliance with any and all applicable foreign, federal, state and local laws and regulations

relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants

(“Environmental Laws”), (ii) have received and are in compliance with all permits, licenses or other approvals

required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of

any actual or potential liability under any environmental law, except where such non-compliance with Environmental Laws, failure to receive

required permits, licenses or other approvals, or liability would not, individually or in the aggregate, reasonably be expected to have

a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any

amendment or supplement thereto). Additionally, there are no costs or liabilities associated with Environmental Laws (including, without

limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or

any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which

would, singly or in the aggregate, have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole.

(bb)         To

the Company’s knowledge, none of the following events has occurred or exists: (i) a failure to fulfill the obligations by a

material amount, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security

Act of 1974, as amended (“ERISA”), and the regulations and published interpretations thereunder with respect to a Plan,

determined without regard to any waiver of such obligations or extension of any amortization period; (ii) an audit or investigation

by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state

governmental agency or any foreign regulatory agency with respect to the compensation of employees by any of the Company or any of its

subsidiaries that would reasonably be expected to have a Material Adverse Effect; (iii) any breach of any contractual obligation,

or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Company

or any of its subsidiaries that would reasonably be expected to have a Material Adverse Effect. None of the following events has occurred

or is reasonably likely to occur: (i) a material increase in the aggregate amount of contributions required to be made to all Plans

in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the most recently

completed fiscal year of the Company and its subsidiaries; (ii) a material increase in the “accumulated post-retirement benefit

obligations” (within the meaning of Statement of Financial Accounting Standards 106) of the Company and its subsidiaries compared

to the amount of such obligations in the most recently completed fiscal year of the Company and its subsidiaries; (iii) any event

or condition giving rise to a liability under Title IV of ERISA; or (iv) the filing of a claim by one or more employees or former

employees of the Company or any of its subsidiaries related to their compensation, that in each case describe in clauses (i) –

(iv) would reasonably be expected to have a Material Adverse Effect. For purposes of this paragraph, the term “Plan”

means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which the Company or

any of its subsidiaries may have any liability.

(cc)          As

of the date hereof, the Company and any of the Company’s directors or officers, in their capacities as such, are in compliance with

all provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection thereunder

that are applicable to them.

(dd)         None

of the Company or any of its subsidiaries or affiliates, or any director, officer, or employee thereof, or, to the Company’s knowledge,

any agent or representative of the Company or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance

of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything

else of value, directly or indirectly, to any person to improperly influence official action by that person for the benefit of the Company

or its subsidiaries or affiliates, or to otherwise secure any improper advantage, or to any person in violation of (a) the U.S. Foreign

Corrupt Practices Act of 1977, (b) the UK Bribery Act 2010, and (c) any other applicable law, regulation, order, decree or directive

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

(ee)          The

operations of the Company and each of its subsidiaries are and have been conducted at all times in compliance with all applicable anti-money

laundering laws, rules, and regulations, including the financial recordkeeping and reporting requirements contained therein, and including

the Bank Secrecy Act of 1970, applicable provisions of the USA PATRIOT Act of 2001, the Money Laundering Control Act of 1986, and the

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

(ff)           None

of the Company, any of its subsidiaries, or any director, officer, employee, 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 50 percent or more in

the aggregate by one or more Persons that are:

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

of the Treasury’s Office of Foreign Assets Control and the U.S. Department of State), the United Nations Security Council, the European

Union, His Majesty’s Treasury, or any other relevant sanctions authority (collectively, “Sanctions”), or

(B) located, organized or resident in a country or territory that is the subject of comprehensive territorial Sanctions (including, without

limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or any other Covered Region

of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea and Syria), other than as consistent with

applicable Sanctions laws and regulations.

(gg)          The

Company and each of its subsidiaries (a) have not since April 24, 2019 engaged in, (b) are not now engaged in, and (c) will

not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction

is or was, or whose government is or was, the subject of Sanctions, other than as consistent with applicable Sanctions laws and regulations.

(hh)         The

Company and its subsidiaries have conducted and will conduct their businesses in compliance with the Anti-Corruption Laws, the Anti-Money

Laundering Laws, and Sanctions, and no investigation, inquiry, action, suit or proceeding by or before any court or governmental agency,

authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Corruption Laws, the Anti-Money

Laundering Laws or Sanctions is pending or, to the knowledge of the Company, threatened.  The Company and its subsidiaries and affiliates

have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance

with the Anti-Corruption Laws, the Anti-Money Laundering Laws, Sanctions, and with the representations and warranties contained herein.

(ii)            The

Company and its subsidiaries own, possess, license or have other rights to use, on reasonable terms, any and all patents, trademarks,

service marks, trade names, copyrights, licenses, domain names, social media identifiers and accounts, other source indicators, inventions,

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

systems or procedures) and other intellectual property or proprietary rights throughout the world (including any and all registrations

and applications for registration of, and goodwill associated with, any of the foregoing), in each case, used or held for use in, or otherwise

necessary for the conduct of the Company’s and its subsidiaries’ respective businesses as now conducted or, to the Company’s

knowledge, as proposed in the Disclosure Package and Final Prospectus to be conducted, except where failure to own, possess, license or

have other rights to use would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

(jj)            Except

as set forth in the Disclosure Package and the Final Prospectus and except as would not reasonably be expected to have a Material Adverse

Effect: (i) the Company and its subsidiaries’ respective information technology assets, equipment, computers, systems, networks,

hardware, software, websites, applications, data and databases (including the data and information of their respective customers, employees,

suppliers and vendors and any other third-party data maintained, stored or otherwise processed by or on behalf of the Company or any of

its subsidiaries) (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection

with, the operation of the respective businesses of the Company and its subsidiaries, in each case, free and clear of all bugs, errors,

defects, Trojan horses, time bombs, malware and other corruptants; (ii) to the Company’s knowledge, there has been no breach,

destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse

of, or security incident relating to, any IT Systems (“Breach”); (iii) neither the Company nor any of its subsidiaries

have been notified of, and to the Company’s knowledge there has been no event or condition that would reasonably be expected to

result in, any Breach; and (iv) the Company and its subsidiaries have implemented, maintained and complied with commercially reasonable

controls, policies, procedures, and safeguards necessary 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, household,

sensitive, confidential or regulated data (“Data”)) used in connection with their businesses, including oversight,

access controls, encryption, business continuity, disaster recovery and security plans.

(kk)          Except

as set forth in the Disclosure Package and the Final Prospectus and except as would not reasonably be expected to have a Material Adverse

Effect: (i) the Company and its subsidiaries have complied, and are presently in compliance with, all applicable internal and external

privacy policies, contractual obligations, industry standards, state, federal and international data privacy and security laws and regulations,

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

in each case, regarding the collection, use, transfer, import, export, storage, protection, disposal, disclosure or other processing by

the Company and its subsidiaries of Data (collectively, the “Data Privacy Obligations”); and (ii) neither the

Company nor any of its subsidiaries has received any notification of or complaint regarding, or are aware of any other facts that, individually

or in the aggregate, would reasonably indicate, non-compliance by the Company or any of its subsidiaries with any Data Privacy Obligation.

There is no pending, or threatened, action, suit or proceeding by or before any applicable court or governmental agency, authority or

body alleging non-compliance by the Company or any of its subsidiaries with any Data Privacy Obligation.

(ll)           Neither the

Company nor any of its subsidiaries has any securities rated by any “nationally recognized statistical rating organization,”

as such term is defined in Section 3(a)(62) of the Exchange Act.

Any certificate signed by any

officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities

shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

(ii)            The

Selling Shareholder represents and warrants to, and agrees with, each Underwriter, severally and not jointly, that:

(a)            This

Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder and is the valid and binding agreement

of such Selling Shareholder.

(b)           The

execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this

Agreement will not contravene any provision of applicable law, or the certificate of incorporation, by laws or similar constitutional

document of such Selling Shareholder (if such Selling Shareholder is not a natural person), or any agreement or other instrument binding

upon such Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over such

Selling Shareholder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required

for the performance by such Selling Shareholder of its obligations under this Agreement except such as may be required by the securities

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

Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning

of Section 8-501 of the New York Uniform Commercial Code in respect of, the Securities to be sold by such Selling Shareholder free

and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization

and approval required by law, to enter into this Agreement, and to sell, transfer and deliver the Securities to be sold by such Selling

Shareholder or a security entitlement in respect of such Securities.

(d)            [RESERVED].

(e)            Upon

payment for the Securities to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Securities, as directed

by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust

Company (“DTC”), registration of such Securities in the name of Cede or such other nominee and the crediting of such

Securities on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice

of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”))),

(A) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) under

Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no

action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Securities may be asserted

against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may

assume that when such payment, delivery and crediting occur, (x) such Securities will have been registered in the name of Cede or

another nominee designated by DTC, in each case on the Company’s share registry in accordance with its articles of incorporation,

bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102

of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant

to the UCC.

(f)            Such

Selling Shareholder is not prompted by any material non-public information concerning the Company or its subsidiaries which is not set

forth in the Time of Sale Prospectus to sell its Securities pursuant to this Agreement.

(g)            (i) Each

document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement and the

Disclosure Package complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and

regulations of the SEC thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain

and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state

a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration

Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to

be stated therein or necessary to make the statements therein not misleading, (iv) the Disclosure Package does not, and at the time

of each sale of the Securities in connection with the offering when the Final Prospectus is not yet available to prospective purchasers

and at the Closing Date, the Disclosure Package, as then amended or supplemented by the Company, if applicable, will not, contain any

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

under which they were made, not misleading, (v) each broadly available road show, if any, when considered together with the Disclosure

Package, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,

in the light of the circumstances under which they were made, not misleading and (vi) the Final Prospectus (together with any supplement

thereto) 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; provided that the representations and warranties

set forth in this Section 1(ii)(g) are limited to statements or omissions in the Registration Statement, the Disclosure Package,

the Final Prospectus or any amendments or supplements thereto based upon information relating to such Selling Shareholder furnished to

the Company in writing by such Selling Shareholder expressly for use therein, it being understood and agreed that the only such information

is that described as such in Section 8(b) hereof.

(h)            Such

Selling Shareholder is not (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975

of the Code or (3) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA,

29 C.F.R.2510.3-101, or otherwise.

(i)             None

of the Selling Shareholder or any of its subsidiaries or controlled affiliates, or any director, officer, or employee thereof, or, to

the Selling Shareholder’s knowledge, any agent or representative of the Selling Shareholder or of any of its subsidiaries or affiliates,

has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving

or receipt of money, property, gifts or anything else of value, directly or indirectly, to any person to improperly influence official

action by that person for the benefit of the Selling Shareholder or its subsidiaries or affiliates, or to otherwise secure any improper

advantage, or to any person in violation of the Anti-Corruption Laws.

(j)             The

operations of the Selling Shareholder and each of its subsidiaries are and have been conducted at all times in material compliance with

all applicable anti-money laundering laws, rules, and regulations, including the financial recordkeeping and reporting requirements contained

therein, and including the Anti-Money Laundering Laws.

(k)            None

of the Selling Shareholder, any of its subsidiaries, or any director, officer, employee, agent, controlled affiliate, or representative

of the Selling Shareholder or any of its subsidiaries, is a Person that is, or is owned or controlled 50 percent or more in the aggregate

by one or more Persons that are:

(A) the subject of any economic or financial sanctions administered or enforced by the Sanctions, or

(B) located, organized or resident in a country or territory that is the subject of comprehensive territorial Sanctions (including, without

limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or any other Covered Region

of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea and Syria), other than as consistent with

applicable Sanctions laws and regulations.

(l)             The

Selling Shareholder and each of its subsidiaries, (a) have not since April 24, 2019 engaged in, (b) are not now engaged

in, and (c) will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of

the dealing or transaction is or was, or whose government is or was, the subject of Sanctions, other than as consistent with applicable

Sanctions laws and regulations.

(m)            The

Selling Shareholder will not directly or, to the knowledge of such Selling Shareholder, indirectly, use the proceeds of the offering,

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

(i)            To

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

facilitation, is, or whose government is, the subject of Sanctions, other than as consistent with applicable Sanctions laws and regulations;

(ii)           To

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

(iii)          In

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

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

(n)            The

Selling Shareholder and its subsidiaries have conducted and will conduct their businesses in compliance with the Anti-Corruption Laws,

the Anti-Money Laundering Laws, and Sanctions, and no investigation, inquiry, action, suit or proceeding by or before any court or governmental

agency, authority or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to the Anti-Corruption

Laws, the Anti-Money Laundering Laws or Sanctions is pending or, to the knowledge of the Selling Shareholder, threatened.  The Selling

Shareholder and its subsidiaries and affiliates have instituted and maintained and will continue to maintain policies and procedures reasonably

designed to promote and achieve compliance with the Anti-Corruption Laws, the Anti-Money Laundering Laws and Sanctions.

Any certificate signed by any

officer of any Selling Shareholder and delivered to the Representatives or counsel for the Underwriters in connection with the offering

of the Securities shall be deemed a representation and warranty by such Selling Shareholder, as to matters covered thereby, to each Underwriter.

2.              Purchase

and Sale.

(a)            Subject

to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Selling Shareholder agrees,

severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling

Shareholder, at a purchase price of $73.91 per share (the “Purchase Price”), the number of Securities set forth opposite

such Underwriter’s name in Schedule II hereto.

(b)            [RESERVED].

3.              Delivery

and Payment. Delivery of and payment for the Securities shall be made at 10:00 a.m., New York City time, on May 11, 2026, or

at such time on such later date not more than five Business Days after the foregoing date as the Representatives shall designate, which

date and time may be postponed by agreement among the Representatives, the Company and the Selling Shareholder or as provided in Section 9

hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used

herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which

banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall

be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through

the Representatives of the respective aggregate purchase prices of the Securities being sold by the Selling Shareholder to or upon the

order of the Selling Shareholder by wire transfer payable in same-day funds to the accounts specified by the Selling Shareholder. Delivery

of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

The Selling Shareholder will

pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased

by them from the Selling Shareholder and the respective Underwriters will pay any additional stock transfer taxes involved in further

transfers.

4.              Offering

by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth

in the Final Prospectus.

5.              Agreements.

(i)             The

Company agrees with the several Underwriters that:

(a)            Prior

to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement

(including the Final Prospectus) to the Base Prospectus unless the Company has furnished you a copy for your review prior to filing and

will not file any such proposed amendment or supplement to which you reasonably object. The Company will cause the Final Prospectus, properly

completed, and any supplement thereto to be filed on the business day next succeeding the date of this Agreement (or such later time as

may be agreed by the Company and the Representatives) in a form approved by the Representatives with the SEC pursuant to the applicable

paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of

such timely filing. The Company will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto,

shall have been filed (if required) with the SEC pursuant to Rule 424(b), (ii) when, prior to termination of the offering of

the Securities, any amendment to the Registration Statement shall have been filed or become effective (other than any documents incorporated

by reference therein), (iii) of any request by the SEC or its staff for any amendment of the Registration Statement, or for any supplement

to the Final Prospectus or for any additional information, (iv) of the issuance by the SEC of any stop order suspending the effectiveness

of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose

and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for

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

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

Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order

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

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

(b)            If,

at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure

Package would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements

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

will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented;

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

to you in such quantities as you may reasonably request.

at any time when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances

where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then

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 under which they were made or the circumstances then prevailing not misleading, or if it shall

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

the Securities Act or the Exchange Act, including in connection with use or delivery of the Final Prospectus, the Company promptly will

(i) notify the Representatives of any such event, (ii) prepare and file with the SEC, subject to the second sentence of paragraph

(a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission

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

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

any supplemented Final Prospectus to you in such quantities as you may reasonably request.

(d)            The

Company will make generally available to its security holders and to the Representatives (which may be satisfied by filing its Annual

Report on Form 10-K with the SEC’s EDGAR system), as soon as practicable an earnings statement or statements of the Company

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

Act.

(e)            Upon

the reasonable written request of the Representatives, the Company will furnish to the Representatives and counsel for the Underwriters,

without charge, signed copies (which may be electronic copies) of the Registration Statement (including exhibits thereto) and to each

other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter

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

as many copies of the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably

request.

(f)            The

Company will use its reasonable best efforts to arrange, if necessary, for the qualification of the Securities for sale under the laws

of such jurisdictions as the Representatives may designate and will use its reasonable best efforts to maintain such qualifications in

effect so long as required for the distribution of the Securities; provided that in no event shall the Company be obligated to qualify

to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process

in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.

(g)            The

Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, 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 Company or any affiliate of the Company

or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation

in the filing) of a registration statement with the SEC 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 Exchange Act, any other shares of Common Stock or

any securities convertible into, or exercisable for, shares Common Stock; or publicly announce an intention to effect any such transaction,

for a period of 30 days after the date of this Agreement, provided, however, that the Company may issue and sell shares

of Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect

at the Execution Time and the Company may issue shares of Common Stock issuable upon the conversion of securities or the exercise of warrants

outstanding at the Execution Time.

(h)            The

Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to

cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to

facilitate the sale or resale of the Securities.

(i)             The

Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and

filing with the SEC of the Registration Statement (including financial statements and exhibits thereto), the Final Prospectus and each

Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery

(including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Final

Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably

requested for use in connection with the offering and sale of the Securities; (iii) the printing (or reproduction) and delivery of

this Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities;

(iv) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws (including the

preparation of any blue sky memorandum) of the several states (including filing fees and the reasonable fees and expenses of counsel for

the Underwriters relating to such registration and qualification, and preparation of any blue sky memorandum, not to exceed $15,000 in

the aggregate); (v) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local

and special counsel) for the Company; (vi) the costs and expenses of the Company relating to investor presentations on any “road

show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated

with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics,

fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel

and lodging expenses of the representatives and officers of the Company and any such consultants in connection with the road show; and

(ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is

not otherwise made in this Section. In addition, the costs and expenses of the Selling Shareholder will be paid by the Company or the

Selling Shareholder, as applicable, in accordance with the terms of the Registration Rights Agreement between the Company and the Selling

Shareholder dated as of July 5, 2022. It is understood, however, that except as provided in Section 7 and Section 8, the

Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable

on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

(j)             The

Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally

and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of

the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus

or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the SEC or retained by the Company

under Rule 433 under the Securities Act (“Rule 433”); provided that the prior written consent of the parties

hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto and any electronic

road show used in connection with the offering of the Securities. Any such free writing prospectus consented to by the Representatives

or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it

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

has complied and will comply, as the case may be, with the requirements of Rule 164 under the Securities Act (“Rule 164”)

and Rule 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and

record keeping.

(ii)            The

Selling Shareholder agrees with the several Underwriters that:

(a)            Such

Selling Shareholder will deliver to the Underwriters, prior to or at the Closing Date, a properly completed and executed Internal Revenue

Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such

form.

(b)            [RESERVED]

6.              Conditions

to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy

of the representations and warranties on the part of the Company and the Selling Shareholder contained herein as of the Execution Time

and the Closing Date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Shareholder made

in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholder of their respective

obligations hereunder and to the following additional conditions:

(a)            The

Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); any

other material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the SEC within the applicable

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

or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge

of the Company, threatened pursuant to Section 8A of the Securities Act.

(b)            The

Company shall have requested and caused Paul Hastings LLP and Faegre Drinker Biddle & Reath LLP, counsels for the Company, to

have furnished to the Representatives their opinions and letters, each dated the Closing Date and addressed to the Representatives, in

form and substance satisfactory to the Representatives.

Selling Shareholder shall have requested and caused Ropes & Gray LLP, counsel for the Selling Shareholder, to have furnished

to the Representatives their opinion dated the Closing Date and addressed to the Representatives, in form and substance satisfactory to

the Representatives.

(d)            The

Representatives shall have received from Sidley Austin LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing

Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the Disclosure

Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require,

and the Company and the Selling Shareholder shall have furnished to such counsel such documents as they reasonably request for the purpose

of enabling them to pass upon such matters.

(e)            The

Company shall have furnished to the Representatives a certificate of the Company, signed by the principal executive officer or the President

and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate

have carefully examined the Registration Statement, the Disclosure Package, the Final Prospectus and any amendments or supplements thereto,

as well as each electronic road show used in connection with the offering of the Securities, and this Agreement and that:

(i)            the

representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect

as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be

performed or satisfied at or prior to the Closing Date;

(ii)           no

stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings

for that purpose have been instituted or, to the Company’s knowledge, threatened; and

(iii)          since

the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Prospectus

(exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise),

prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions

in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive

of any amendment or supplement thereto).

(f)             The

Selling Shareholder shall have furnished to the Representatives a certificate, signed by an authorized officer of the Selling Shareholder,

dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Disclosure

Package, the Final Prospectus, any Issuer Free Writing Prospectus and any supplements or amendments thereto and this Agreement, and that

the representations and warranties of the Selling Shareholder in this Agreement are true and correct in all material respects on and

as of the Closing Date to the same effect as if made on the Closing Date.

(g)            The

Company shall have requested and caused RSM US LLP to have furnished to the Representatives, at the Execution Time and at the Closing

Date, letters (which may refer to letters previously delivered to one or more of the Representatives), each dated respectively as of the

Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, containing statements and information

of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements

and certain financial information contained in the Registration Statement, the Disclosure Package and the Final Prospectus; provided that

the letter delivered on the Closing Date shall use a “cut-off date” not earlier than three business days prior to such Closing

Date.

(h)            Subsequent

to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment

thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been any change or decrease specified in

the letter or letters referred to in paragraph (e) of this Section 6, except as set forth in or contemplated in the Disclosure

Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to above,

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

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

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

(i)             Prior

to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the

Representatives may reasonably request.

(j)             [RESERVED]

If any of the conditions specified

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

mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel

for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the

Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile

confirmed in writing.

The documents required to be

delivered by this Section 6 shall be delivered at the office of Sidley Austin LLP, counsel for the Underwriters, at 787 Seventh Avenue,

New York, NY 10019, on the Closing Date.

7.              Reimbursement

of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the

obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10

hereof or because of any refusal, inability or failure on the part of the Company or any Selling Shareholder to perform any agreement

herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the

Underwriters severally through the Representatives on demand for reasonably incurred expenses (including reasonable out-of-pocket fees

and disbursements of counsel and fees and expenses as set forth in Section 5(i)(i)) that shall have been incurred by them in connection

with the proposed purchase and sale of the Securities.

8.              Indemnification

and Contribution.

(a)            The

Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter

and each person who controls any Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses,

claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange

Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities

(or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained

in the Registration Statement as originally filed or in any amendment thereof, or in Base Prospectus, any preliminary prospectus supplement

relating to the Securities, the Final Prospectus, or any Issuer Free Writing Prospectus, any “road show” as defined in Rule 433(h) under

the Securities Act or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission

to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees

to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with

investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not

be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue

statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information

furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity

agreement will be in addition to any liability which the Company may otherwise have.

(b)            The

Selling Shareholder severally and not jointly agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls

any Underwriter within the meaning of either the Securities Act or the Exchange Act and each affiliate of any Underwriter within the meaning

of Rule 405 of the Securities Act to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with

respect to written information furnished to the Company in writing by or on behalf of the Selling Shareholder specifically for inclusion

in the documents referred to in the foregoing indemnity, it being understood and agreed that such information only consists of the legal

name and address of such Selling Shareholder and the information relating to its holdings of Common Stock in the Issuer Free Writing Prospectus

identified in Schedule III hereto and the information relating to its holdings of Common Stock (and corresponding footnotes) under the

caption “Selling Shareholder” in the Registration Statement and the Final Prospectus. This indemnity agreement will be in

addition to any liability which the Selling Shareholder may otherwise have.

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

signs the Registration Statement, and each person who controls the Company within the meaning of either the Securities Act or the Exchange

Act and the Selling Shareholder and each person who controls the Selling Shareholder within the meaning of the Securities Act or the Exchange

Act, to the same extent as the foregoing indemnity to each Underwriter, but only with reference to written information relating to such

Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the

documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter

may otherwise have. The Company and the Selling Shareholder acknowledge that the statements set forth in the Final Prospectus in the second

paragraph under the heading “Underwriting – Commissions and Expenses” and in the first paragraph and the first and second

sentences of the second paragraph under the heading “Underwriting – Stabilization and Short Positions” constitute the

only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Final Prospectus or any Issuer

Free Writing Prospectus.

(d)            Promptly

after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will,

if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in

writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under

paragraph (a), (b) or (c) above unless and to the extent it did not otherwise learn of such action and such failure results

in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the

indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a),

(b) or (c) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice but the

fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified

party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any

impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel

would be inappropriate due to actual or potential differing interests between them; provided, however, that such counsel

shall be reasonably satisfactory to the indemnified party. It is understood that the indemnifying party shall not, in respect of the legal

expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the

fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who

control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who

are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more

than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement

and each person, if any, who controls the Company within the meaning of either such Section and (iii) the fees and expenses

of more than one separate firm (in addition to any local counsel) for the Selling Shareholder and all persons, if any, who control any

Selling Shareholder within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred.

In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall

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

control persons of the Company, such firm shall be designated in writing by the Company. In the case of any such separate firm for the

Selling Shareholder and such control persons of the Selling Shareholder, such firm shall be designated in writing by the Selling Shareholder.

Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified

party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable

fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified

party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such

action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there

may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the

indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party

to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying

party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party

will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with

respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought

hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise

or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action,

suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on

behalf of any indemnified party.

(e)            In

the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 8 is unavailable to or insufficient

to hold harmless an indemnified party for any reason (other than the limitations on indemnification specified therein), the Company, the

Selling Shareholder and the Underwriters agree to contribute to the aggregate losses, claims, damages and liabilities (including legal

or other expenses reasonably incurred in connection with investigating or defending same) (collectively, “Losses”)

to which the Company, the Selling Shareholder and one or more of the Underwriters may be subject in such proportion as is appropriate

to reflect the relative benefits received by the Company or the Selling Shareholder, as applicable, on the one hand, and by the Underwriters,

on the other hand, from the offering of the Securities. If the allocation provided by the immediately preceding sentence is unavailable

for any reason, the Company, the Selling Shareholder and the Underwriters shall contribute in such proportion as is appropriate to reflect

not only such relative benefits but also the relative fault of the Company or the Selling Shareholder, as applicable, on the one hand,

and of the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any

other relevant equitable considerations. Benefits received by the Company and by the Selling Shareholder shall be deemed to be equal to

the total net proceeds from the offering (before deducting expenses) received by the Selling Shareholder, and benefits received by the

Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of

the Final Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue

statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company

or the Selling Shareholder, as applicable, on the one hand or the Underwriters on the other, the intent of the parties and their relative

knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company, the Selling Shareholder

and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other

method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of

this paragraph (e), in no event shall any 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 Securities 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 no Selling Shareholder shall be required to contribute any amount in excess of the amounts by which the aggregate

public offering price as set forth in the Prospectus, less underwriting discounts (but before expenses) of the shares sold by such Selling

Shareholder under this Agreement exceeds the amount of any damages that such Selling Shareholder has otherwise been required to pay by

reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within

the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of

such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of

either the Securities Act or the Exchange Act and each director, officer, employee, affiliate and agent of an Underwriter shall have the

same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Securities

Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company

shall have the same rights to contribution as the Company, and each person who controls the Selling Shareholder within the meaning of

the Securities Act or the Exchange Act shall have the same rights to contribution as the Selling Shareholder, subject in each case to

the applicable terms and conditions of this paragraph (e).

(f)             The

liability of the Selling Shareholder under such Selling Shareholder’s representations and warranties contained in Section 1

hereof and under the indemnity and contribution agreements contained in this Section 8 shall be limited to an amount equal to the

initial public offering price of the Securities sold by the Selling Shareholder to the Underwriters, less the underwriting discounts and

commissions with respect thereto (but before expenses). The Company and the Selling Shareholder may agree, as among themselves and without

limiting the rights of the Underwriters under this Agreement, as to the respective amounts of such liability for which they each shall

be responsible.

9.              [RESERVED]

10.            Termination.

This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior

to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in the Company’s

Common Stock shall have been suspended by the SEC or the NYSE or trading in securities generally on the NYSE shall have been suspended

or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either

by Federal or New York State authorities, (iii) there shall have occurred a material disruption in commercial banking or securities

settlement or clearance services or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the

United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make

it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities

as contemplated by the Final Prospectus (exclusive of any amendment or supplement thereto).

11.            Representations

and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company

or its officers, of the Selling Shareholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full

force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Selling Shareholder or the Company or any

of the officers, directors, employees, affiliates, agents or controlling persons referred to in Section 8 hereof, and will survive

delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation

of this Agreement.

12.            Notices.

All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered

or telefaxed to Morgan Stanley & Co. LLC, 1585 Broadway New York, New York 10036, Attention: Equity Syndicate Desk, with a copy

to the Legal Department; or, if sent to the Company, will be mailed, delivered or telefaxed to 2100 Reston Parkway, Suite 300, Reston,

Virginia 20191, email: Jeremy.J.Nance@gov2x.com, Attention: Jeremy Nance, General Counsel; or if sent to any Selling Shareholder,

will be mailed, delivered or telefaxed and confirmed to it at the address set forth in Schedule II hereto.

13.            Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors,

employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation

hereunder.

14.            Jurisdiction.

The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees,

affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or

the sale of the Securities may be instituted in any state or U.S. federal court in The City of New York and County of New York, and waives

any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive

jurisdiction of such courts in any suit, action or proceeding. The Company hereby appoints CT Corporation as its authorized agent (the

“Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon

this Agreement or the sale of the Securities that may be instituted in any state or U.S. federal court in The City of New York and County

of New York, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls

any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding.

The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent

for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary

to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every

respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement

may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who

controls any Underwriter, in any court of competent jurisdiction in the State of Indiana.

15.            Recognition

of the U.S. Special Resolution Regimes.

(a)            In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)            In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

As used in this Section 15,

“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;

and “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.

16.            No

Fiduciary Duty. The Company and the Selling Shareholder hereby acknowledge that (a) the purchase and sale of the Securities pursuant

to this Agreement, including, without limitation, the determination of the public offering price of the Securities and any interaction

that the underwriters have with the Company, the Selling Shareholder and/or their respective representatives or agents in relation thereto,

is part of an arm’s-length commercial transaction between the Company and the Selling Shareholder, on the one hand, and the Underwriters

and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent

or fiduciary of the Company or the Selling Shareholder and, with respect to any natural person Selling Shareholder, the interactions engaged

in with respect to this Agreement or the sale of the Securities between the Underwriters and any such affiliates, on the one hand, and

any such Selling Shareholder and any such representatives or agents, on the other, will not be deemed to form a relationship with such

Selling Shareholder that would require any Underwriter to treat the Selling Shareholder as a “retail customer” for purposes

of Regulation Best Interest (“Reg BI”) pursuant to Rule 15l-1 of the Exchange Act, or a “retail investor”

for purposes of Form CRS (“Form CRS”) pursuant to Rule 17a-14 of the Exchange Act and (c) the engagement

of the Underwriters by the Company and the Selling Shareholder in connection with the offering and the process leading up to the offering

is as independent contractors and not in any other capacity. Furthermore, the Company and the Selling Shareholder agree that they are

solely responsible for making their own judgments in connection with the offering and other matters addressed herein or contemplated hereby

(irrespective of whether any of the Underwriters has advised or is currently advising the Company or the Selling Shareholder on related

or other matters). The Company and the Selling Shareholder also acknowledge and agree that the Underwriters have not rendered to them

any investment advisory services of any nature or respect and will not claim that the Underwriters owe any agency, fiduciary or similar

duty to them, in connection with the offering and such other matters or the process leading thereto. In addition, any natural person Selling

Shareholder further acknowledges and agrees that the Underwriters have not made any recommendation to them with respect to their personal

circumstances in connection with the offering or such other matters or the process leading thereto and that the Underwriters have not

assumed any type of obligation under Reg BI or Form CRS in respect of any natural person Selling Shareholder as a result of entry

into this Agreement or the activities contemplated hereby. The Selling Shareholder further acknowledges and agrees that, although the

Underwriters may provide the Selling Shareholder with certain Reg BI and Form CRS disclosures or other related documentation in connection

with the offering, the Underwriters are not making a recommendation to the Selling Shareholder to participate in the offering or sell

any Securities at the purchase price set forth in Section 2 above, and nothing set forth in such disclosures or documentation is

intended to suggest that any Underwriter is making such a recommendation. The Company further acknowledges and agrees that in any and

all discussions with the Underwriters in connection with this Agreement and the matters contemplated hereby, that the Underwriters are

providing services solely to the Company and all such employees, officers or directors of the Company engaged in such discussions are

acting solely as representatives of the Company not in their individual or personal capacity as potential selling shareholders or as representatives

of the Selling Shareholder, and that any view expressed or recommendation that may be deemed to be made by the Underwriters is expressed

or made solely to and for the benefit of the Company.

17.            Integration.

This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters,

or any of them, with respect to the subject matter hereof.

18.            Applicable

Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts

made and to be performed within the State of New York.

19.            Waiver

of Jury Trial. The Company and the Selling Shareholder hereby irrevocably waive, to the fullest extent permitted by applicable law,

any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the sale of the Securities.

20.            Counterparts.

This Agreement may be signed in one or more counterparts, including by facsimile transmission, PDF or other electronic communication (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), each of which shall constitute an original and all of which together

shall constitute one and the same agreement.

21.            Headings.

The section headings used herein are for convenience only and shall not affect the construction hereof.

[SIGNATURE PAGES FOLLOW]

If the foregoing is in accordance

with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance

shall represent a binding agreement among the Company, the Selling Shareholder and the several Underwriters.

Very truly yours,

V2X, Inc.

By:

/s/ Shawn M. Mural

Name: Shawn M. Mural

Title: Senior Vice President and Chief Financial Officer

Vertex Aerospace Holdco LLC

By: AIPCF VI Vertex Aerospace Funding LP, its sole member

By: AIP Vertex GP, LLC, its general partner

By:

/s/ Stanley Edme

Name: Stanley Edme

Title: Vice President

[Signature Page to Underwriting Agreement]

The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto.

Morgan Stanley & Co. LLC

By: Morgan Stanley & Co. LLC

By:

/s/ Daniel McCullough

Name: Daniel McCullough

Title: Executive Director

For itself and the other several Underwriters named in Schedule II to the foregoing Agreement.

[Signature Page to Underwriting Agreement]

SCHEDULE I1

Selling Shareholder

Number of Securities to

be Sold

Vertex Aerospace Holdco LLC

2,004,569

Total

2,004,569

Address: American Industrial Partners

450 Lexington Avenue, 40th Floor

New York, NY 10017

Fax number: 646-619-4187

I-1

SCHEDULE II

Underwriters

Number of

Securities to be

Purchased

Morgan Stanley & Co. LLC

2,004,569

Total

2,004,569

II-1

SCHEDULE III

Schedule of Free Writing Prospectuses included

in the Disclosure Package

V2X, Inc. press release dated May 7,

2026

V2X, Inc. press release dated May 7,

2026

III-1

SCHEDULE IV

List of Persons and Entities Subject to Lock-up

None

IV-1

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