Form 8-K

8-K — Rivian Automotive, Inc. / DE

Accession: 0001104659-26-081988

Filed: 2026-07-09

Period: 2026-07-07

CIK: 0001874178

SIC: 3711 (MOTOR VEHICLES & PASSENGER CAR BODIES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2617163d3_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2617163d3_ex1-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2617163d3_ex5-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2617163d3_8k.htm · Sequence: 1

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0001874178

Rivian Automotive, Inc. / DE

0001874178

2026-07-07

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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

July 7, 2026

Date of Report (date of earliest event reported)

Rivian Automotive, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-41042

47-3544981

(State or other jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer Identification

Number)

14600 Myford Road

Irvine, California 92606

(Address of principal executive offices) (Zip

code)

(888) 748-4261

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

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

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

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

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

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

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

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

Title of each class

Trading

Symbol

Name of each exchange on which

registered

Class

A common stock, $0.001 par value per share

RIVN

The

Nasdaq Stock Market

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 July 7, 2026, Rivian Automotive, Inc. (the

“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman

Sachs & Co. LLC, as representative of the several underwriters named therein (collectively, the

“Underwriters”), in connection with the offering, issuance and sale by the Company of 75,000,000 shares of the

Company’s Class A common stock, par value $0.001 per share (the “Class A common stock”), at an offering

price of $15.50 per share. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters the

option, for 30 days, to purchase up to 11,250,000 additional shares of Class A common stock at the public offering price, which the Underwriters exercised in full on July 8, 2026. The

offering was made pursuant to a registration statement on Form S-3 (Registration No. 333-295470) filed on April 30,

2026, including a base prospectus contained therein, and a prospectus supplement dated July 7, 2026. The Company estimates the

net proceeds from the offering will be approximately $1.32 billion, after deducting underwriting discounts and commissions and

estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering for general

corporate purposes, including the funding of certain equity contributions pursuant to that certain Amended and Restated Loan

Arrangement and Reimbursement and Sponsor Support Agreement with the United States Department of Energy (the “DOE”),

pursuant to which the DOE has agreed to arrange a multi-draw term loan facility to be provided by the Federal Financing Bank to a

subsidiary of the Company, as borrower. The Underwriting Agreement contains customary representations, warranties and agreements by

the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for

liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The foregoing

descriptions of the Underwriting Agreement are not complete and are qualified in their entirety by reference to the full text of the

Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by

reference herein. Latham & Watkins LLP, counsel to the Company, has issued an opinion regarding the validity of the

foregoing securities offered and sold in the offering, a copy of which is filed as Exhibit 5.1 hereto.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

No.

Description

1.1

Underwriting Agreement,

dated as of July 7, 2026, between Rivian Automotive, Inc. and Goldman Sachs & Co. LLC, as representative of the

several underwriters named therein

5.1

Opinion of Latham &

Watkins LLP

23.1

Consent of Latham &

Watkins LLP (included in Exhibit 5.1)

104

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RIVIAN AUTOMOTIVE, INC.

Date: July 8, 2026

By:

/s/ Claire McDonough

Name:

Claire McDonough

Title:

Chief Financial Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2617163d3_ex1-1.htm · Sequence: 2

Exhibit 1.1

75,000,000 Shares

Rivian Automotive, Inc.

Class A Common Stock, Par Value $0.001

Per Share

UNDERWRITING AGREEMENT

July 7,

2026

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

As representative of the several Underwriters named

in Schedule I hereto.

Ladies and Gentlemen:

Rivian Automotive, Inc.,

a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I

hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC is acting as representative (the “Representative”),

75,000,000 shares of its Class A common stock, par value $0.001 per share (the “Firm Shares”). The Company also

proposes to issue and sell to the several Underwriters not more than an additional 11,250,000 shares of its Class A common stock,

par value $.001 per share (the “Additional Shares”), if and to the extent that the Representative shall have determined

to exercise, on behalf of the Underwriters, the right to purchase such shares of Class A common stock granted to the Underwriters

in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.”

The shares of Class A common stock, par value $0.001 per share, of the Company to be outstanding after giving effect to the sales

contemplated hereby are hereinafter referred to as the “Common Stock.”

The Company has filed with the Securities and Exchange

Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-295470),

including a prospectus, relating to the securities (the “Shelf Securities”), including the Shares, to be issued from

time to time by the Company. The registration statement as amended to the date of this Agreement, including the information (if any) deemed

to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities

Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”;

and the related prospectus covering the Shelf Securities in the form first used to confirm sales of the Shares (or in the form first made

available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter

referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement specifically

relating to the Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters

by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus”.

For purposes of this

underwriting agreement (the “Agreement”), “free writing prospectus” has the meaning set forth in

Rule 405 under the Securities Act, “preliminary prospectus” shall mean any preliminary form of the Prospectus,

“Time of Sale Prospectus” means the Basic Prospectus, together with the documents and pricing information set forth

in Schedule II hereto, and “broadly available road show” means a “bona fide electronic road show” as defined

in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. For purposes

of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth

in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which

banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set

forth in Rule 405 under the Securities Act. As used herein, the terms “Registration Statement,” “Basic Prospectus,”

“preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents,

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

and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus,

any preliminary prospectus or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant

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

therein.

1.            Representations

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

(a)            The

Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and

no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by the Commission. (i) (A) At

the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying

with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed

pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Company or any person

acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating

to the Shares in reliance on the exemption of Rule 163 under the Securities Act, the Company was a “well-known seasoned

issuer” as defined in Rule 405 under the Securities Act.

(b)            (i) Each

document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the

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

of the Commission thereunder, (ii) 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, as of the date of such amendment or supplement, contain any untrue

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

not misleading, (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

Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will, as of the date of such amendment

or supplement, comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission

thereunder, (v) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering

when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of

Sale Prospectus, as then amended or supplemented by the Company, if applicable, as of the date of such amendment or supplement will not,

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

of the circumstances under which they were made, not misleading, (vi) each broadly available road show, if any, when considered together

with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary

to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vii) the Prospectus,

as of its date, does not contain and, as amended or supplemented, if applicable, will not contain, as of its date, as of the Closing Date

and as of any Option Closing Date, any untrue statement of a material fact or omit to state a material fact necessary to make the statements

therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties

set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the

Prospectus made in reliance upon and in conformity with any Underwriter Information (as defined in Section 8(b) herein).

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

Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been,

or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations

of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under

the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies, or if used after the effective

date of this Agreement, will comply in all material respects with the requirements of the Securities Act and the applicable rules and

regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II hereto forming part

of the Time of Sale Prospectus, and electronic road shows, if any, each furnished to the Representative before first use, the Company

has not prepared, used or referred to, and will not, without the Representative’s prior consent, prepare, use or refer to, any free

writing prospectus.

(d)            The

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

the corporate power and authority to own or lease its property and to conduct its business as described in each of the Registration Statement,

the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction

(to the extent the concept of good standing or an equivalent concept is applicable in such jurisdiction) in which the conduct of its business

or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in

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

taken as a whole.

(e)            Each

“significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X under the Exchange Act) of the Company

has been duly incorporated, organized or formed, is validly existing as a corporation or other business entity in good standing under

the laws of the jurisdiction of its incorporation, organization or formation (to the extent the concept of good standing or an equivalent

concept is applicable in such jurisdiction), has the corporate or other business entity power and authority to own or lease its property

and to conduct its business as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and is

duly qualified to transact business and is in good standing in each jurisdiction (to the extent the concept of good standing or an equivalent

concept is applicable in such jurisdiction) in which the conduct of its business or its ownership or leasing of property requires such

qualification, except to the extent that the failure to be so qualified or be in good standing would not, singly or in the aggregate,

reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares

of capital stock or other equity interests of each significant subsidiary of the Company have been duly and validly authorized and issued,

are fully paid and non-assessable (to the extent such concepts are applicable in such jurisdictions) and are owned directly or indirectly

by the Company, free and clear of all liens, encumbrances, equities or claims, except for (i) any such liens or encumbrances arising

pursuant to indebtedness or financing arrangements described in the Time of Sale Prospectus and the Prospectus and (ii) such other

liens, encumbrances, equities or claims as would not, singly or in the aggregate, reasonably be expected to have a material adverse effect

on the Company and its subsidiaries, taken as a whole.

(f)             This

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

(g)            The

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

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

(h)            The

shares of Common Stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully paid and

non-assessable.

(i)             The

Shares have been duly authorized and, when issued and delivered against payment therefor in accordance with the terms of this Agreement,

will be validly issued, fully paid and non-assessable, and the issuance of the Shares will not be subject to any preemptive or similar

rights that have not been duly waived or satisfied.

(j)             The

execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene

(i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of the Company, (iii) any agreement

or other instrument binding upon the Company or any of its subsidiaries, including any indenture, mortgage, deed of trust, loan agreement

or lease, or to which any of the property or assets of the Company or any of its subsidiaries is subject, that is material to the Company

and its subsidiaries, taken as a whole. or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction

over the Company or any subsidiary, except in the case of clauses (i), (iii) and (iv), such as would not, singly or in the aggregate,

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

of the Company to perform its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification

with, any governmental body, agency or court is required for the performance by the Company of its obligations under this Agreement, except

(x) such as shall have been obtained or waived prior to the Closing Date, and (y) the listing of the Shares on the Nasdaq Global

Select Market (“Nasdaq”) and as may be required by the securities or Blue Sky laws of the various states or foreign

jurisdictions or rules and regulations of the Financial Industry Regulatory Authority in connection with the offer and sale of the

Shares.

(k)            There

has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial

or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in

the Time of Sale Prospectus.

(l)             There

are no legal or governmental proceedings pending or, to the Company’s knowledge, threatened to which the Company or any of its subsidiaries

is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings accurately

described in all material respects in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and proceedings

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

taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions

contemplated by each of the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) that are required to be

described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and are not so described in all material respects;

and there are no statutes, regulations, contracts or other documents to which the Company or any of its subsidiaries is subject or by

which the Company or any of its subsidiaries is bound that are required to be described in the Registration Statement, the Time of Sale

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

or filed as required.

(m)            Each

preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant

to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable

rules and regulations of the Commission thereunder.

(n)            The

Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described

in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus will not be, required to register as an “investment

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

(o)            Neither

the Company nor any of its subsidiaries has taken, directly or indirectly, any action which is designed, or would be reasonably expected,

to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of the Shares or to result in a violation of Regulation M under the Exchange Act.

(p)            To

the Company’s knowledge, the Company and each of its subsidiaries, taken as a whole, (i) are in compliance with any and all

applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment

or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (ii) have

received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses

as presently conducted and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except

where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply

with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, reasonably be expected to

have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(q)            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, reasonably be expected

to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(r)             Except

as described in the Registration Statement, the Prospectus and the Time of Sale Prospectus, there are no contracts, agreements or understandings

between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities

Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant

to the Registration Statement, except as otherwise have been duly waived or satisfied in connection with the issuance and sale of Shares

contemplated hereby.

(s)            (i) None

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

any employee, agent or representative of the Company or of any of its subsidiaries or controlled affiliates, has taken or will take any

action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property,

gifts or anything else of value, directly or indirectly, to any government official (including any officer or employee of a government

or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or

on behalf of any of the foregoing, or any political party or party official or candidate for political office) (“Government Official”)

in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (ii) the Company and

each of its subsidiaries and controlled affiliates have conducted their businesses in compliance with applicable anti-corruption laws

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

with such laws and with the representations and warranties contained herein; and (iii) neither the Company nor any of its subsidiaries

will use, directly or knowingly indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization

of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

(t)             The

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

financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and

Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the

applicable anti-money laundering statutes of jurisdictions where the Company and each of its subsidiaries conduct business, the rules and

regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental

agency with jurisdiction over the Company or any of its subsidiaries (collectively, the “Anti-Money Laundering Laws”),

and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(u)            (i) None

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

controlled affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”

or “person”) that is, or is owned or controlled by one or more Persons that are:

(A)           the

subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the

United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively,

“Sanctions”), or

(B)            located,

organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North

Korea, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the

non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine or Syria (prior to July 1, 2025)).

(b)            The

Company will not, directly or, knowingly, indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available

such proceeds to any subsidiary, joint venture partner or other Person:

(A)           to

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

facilitation, is the subject of Sanctions; or

(B)            in

any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether

as underwriter, advisor, investor or otherwise).

April 24, 2019, the Company and each of its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will

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

or transaction is or was the subject of Sanctions.

(v)            Subsequent

to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus,

(i) the Company and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent,

nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock (other than from

employees or other service providers in connection with such person’s termination of service from the Company or its subsidiaries

pursuant to equity compensation plans or agreements described in each of the Registration Statement, the Prospectus and the Time of Sale

Prospectus or in exercise of the Company’s right of first refusal upon a proposed transfer), nor declared, paid or otherwise made

any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not

been any material change in the capital stock (other than the exercise or settlement of equity awards or warrants or grants of equity

awards or forfeiture of equity awards outstanding as of such respective dates as of which information is given in each of the Registration

Statement, the Time of Sale Prospectus and the Prospectus, in each case granted pursuant to the equity compensation plans described in

the Time of Sale Prospectus), short-term debt or long-term debt of the Company and its subsidiaries, taken as a whole, except in each

case as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(w)           The

Company and each of its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to

all personal property owned by them which is material to the business of the Company and its subsidiaries, taken as a whole, in each case

free and clear of all liens, encumbrances and defects except such as are described in the Time of Sale Prospectus or such as do not materially

diminish the value of such property and do not materially interfere with the use made and proposed to be made of such property by the

Company and its subsidiaries, taken as a whole; and any real property and buildings held under lease by the Company and its subsidiaries

are held by them under valid, subsisting and, to the Company’s knowledge, enforceable leases with such exceptions as are not material

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

taken as a whole.

(x)             Except

as would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, (i) the

Company and its subsidiaries own or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and

other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade

names (collectively, “Intellectual Property Rights”) used in or reasonably necessary to the conduct of their businesses;

(ii) to the Company’s knowledge, the Intellectual Property Rights owned by the Company and its subsidiaries and, to the Company’s

knowledge, the Intellectual Property Rights licensed to the Company and its subsidiaries, are valid, subsisting and enforceable, and there

is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope

or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its subsidiaries has received any

notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights by the Company or any of its subsidiaries;

(iv) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated

or otherwise violated, any Intellectual Property Rights owned by the Company; (v) neither the Company nor any of its subsidiaries

infringes, misappropriates or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated,

any Intellectual Property Rights of any third party; and (vi) all employees or contractors engaged in the development of Intellectual

Property Rights on behalf of the Company or any subsidiary of the Company have executed an invention assignment agreement whereby such

employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company

or the applicable subsidiary if such Intellectual Property Rights are not assigned by operation of applicable law. The Company and its

subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain as confidential their trade secrets.

(y)            Except

as would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, (i) the

Company and its subsidiaries use and have used all software and other materials used in their businesses that are under a “free,”

“open source,” or similar licensing model (including but not limited to the MIT License, Apache License, GNU General Public

License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Software”) in compliance

with all license terms applicable to such Open Source Software; and (ii) neither the Company nor any of its subsidiaries uses or

distributes or has used or distributed any Open Source Software in any manner that requires or has required (A) the Company or any

of its subsidiaries to permit reverse engineering of any software code or other technology owned by the Company or any of its subsidiaries

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

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

(z)             Except

as would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, (i) the

information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned

or leased by the Company and its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform

as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted and, to the knowledge

of the Company, are free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; (ii) the

Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed

to maintain and protect the integrity, continuity, redundancy and security of all IT Systems used in connection with their businesses

as currently conducted; and (iii) to the knowledge of the Company, there has been no unauthorized access to the IT Systems.

(aa)           Except

as would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, (i) the

Company and each of its subsidiaries have complied and are presently in compliance with all internal and external privacy policies, contractual

obligations, applicable industry standards, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator

or other governmental or regulatory authority, in each case, relating to the collection, use, transfer, import, export, storage, protection,

disposal and disclosure by the Company or any of its subsidiaries of personal, personally identifiable, household, sensitive or confidential

(“Data Privacy and Security Obligations”, and such data, “Data”); (ii) the Company has not

received any notification of or complaint regarding and is unaware of any other facts that, singly or in the aggregate, would reasonably

indicate non-compliance with any Data Privacy and Security Obligations; and (iii) there is no action, suit or proceeding by or before

any court or governmental agency, authority or body pending or, to the knowledge of the Company, threatened alleging non-compliance with

any Data Privacy and Security Obligations.

(bb)          The

Company and each of its subsidiaries have taken commercially reasonable technical and organizational measures designed to protect the

information technology systems and Data used in connection with the operation of the Company’s and its subsidiaries’ businesses.

Without limiting the foregoing, the Company and its subsidiaries have used commercially reasonable efforts to establish and maintain,

and have established, maintained, implemented and complied with, commercially reasonable information technology, information security,

cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological

and physical safeguards and business continuity/disaster recovery and security plans that are designed to protect against and prevent

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

or misuse of or relating to any information technology system or Data used in connection with the operation of the Company’s and

its subsidiaries’ businesses (“Breach”). Except as would not, singly or in the aggregate have a material adverse

effect on the Company and its subsidiaries, taken as a whole, there has been no such Breach, and the Company and its subsidiaries have

not been notified of any such Breach.

(cc)          No

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

and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers,

manufacturers or contractors that would, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company

and its subsidiaries, taken as a whole.

(dd)          The

Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and

in such amounts as are, in the Company’s reasonable judgment, prudent and customary in the businesses in which they are engaged,

taken as a whole; neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and neither

the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as

and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost

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

taken as a whole.

(ee)          The

Company and each of its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or

foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess any such certificate,

authorization or permit would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company

and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating

to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of

an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect on the Company and its subsidiaries,

taken as a whole, except as described in the Registration Statement, the Prospectus and the Time of Sale Prospectus.

(ff)            The

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

Prospectus, together with the related schedules and notes thereto, comply as to form in all material respects with the applicable accounting

requirements of the Securities Act and present fairly the consolidated financial position of the Company and its subsidiaries as of the

dates shown and its results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity

with generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis throughout

the periods covered thereby except for any normal year-end adjustments in the Company’s quarterly financial statements. The other

financial information included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus has been derived

from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information

shown thereby. The statistical, industry-related and market-related data included in each of the Registration Statement, the Time of Sale

Prospectus and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable

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

(gg)          KPMG

LLP, who has certified certain financial statements of the Company and its subsidiaries and delivered its report with respect to the audited

consolidated financial statements filed with the Commission as part of the Registration Statement and included in each of the Registration

Statement, the Time of Sale Prospectus and the Prospectus, is an independent registered public accounting firm with respect to the Company

within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission and the Public

Company Accounting Oversight Board (United States).

(hh)          The

Company and each of its subsidiaries maintain a system of internal accounting controls designed to provide reasonable assurance that (i) transactions

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

to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability; (iii) access to

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

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

and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration

Statement, the Prospectus and the Time of Sale Prospectus is accurate. Since the end of the Company’s most recent audited fiscal

year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated)

as defined in Rule 13(a)-15(f) under the Exchange Act and (ii) no change in the Company’s internal control over financial

reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s

internal control over financial reporting (it being understood that clauses (i) and (ii) shall not require the Company to comply

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

as of an earlier date than it would otherwise be required to do so under applicable law).

(ii)            The

interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus

and the Time of Sale Prospectus fairly presents the information called for in all material respects and has been prepared in accordance

with the Commission’s rules and guidelines applicable thereto.

(jj)             Except

as would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole, (i) the

Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date

of this Agreement or have requested extensions thereof, (ii) the Company and each of its subsidiaries have paid all taxes required

to be paid thereon (except as currently being contested in good faith and for which reserves required by U.S. GAAP have been created in

the financial statements of the Company), and (iii) no unpaid tax deficiency has been determined adversely to the Company or any

of its subsidiaries (nor does the Company nor any of its subsidiaries have any written notice or knowledge of any unpaid tax deficiency

which could reasonably be expected to be determined adversely to the Company or its subsidiaries).

(kk)          The

Company (i) has not alone engaged in any Testing-the-Waters Communication (as defined below) with any Person other than Testing-the-Waters

Communications with the consent of the Representative with Persons that are reasonably believed to be qualified institutional buyers within

the meaning of Rule 144A under the Securities Act or Person that are reasonably believed to be accredited investors within the meaning

of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representative to engage in Testing-the-Waters

Communications. The Company reconfirms that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters

Communications. The Company has not distributed any Testing-the-Waters Communication that is a written communication within the meaning

of Rule 405 under the Securities Act. “Testing-the-Waters Communication” means any communication with potential

investors undertaken in reliance on Section 5(d) or Rule 163B of the Securities Act.

(ll)            As

of the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers,

none of (A) the Time of Sale Prospectus, (B) any free writing prospectus, when considered together with the Time of Sale Prospectus,

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

or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make

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

and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information.

(mm)        There

are no debt securities or preferred shares issued, or guaranteed by, the Company nor any of its subsidiaries that are rated by any “nationally

recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act.

(nn)          Neither

the Company nor any of its subsidiaries is a “covered foreign person” as that term is used in the Outbound Investment Rules.

Neither the company nor any of its subsidiaries currently engages, or has any present intention to engage in the future, directly or indirectly,

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

Rules, (ii) any activity or transaction that would constitute a “covered activity” or a “covered transaction”,

as each such term is defined in the Outbound Investment Rules, if the Company were a United States citizen, lawful permanent resident,

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

entity, or person in the United States or (iii) any other activity that would cause the Underwriters to be in violation of the Outbound

Investment Rules or cause the Underwriters to be legally prohibited by the Outbound Investment Rules from performing under this

Agreement. For the purpose of this Agreement, “Outbound Investment Rules” means the regulations administered and enforced,

together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9,

2023, or any similar law or regulation as of the date of this Agreement, and as codified at 31 C.F.R. §850.202 et seq.

2.            Agreements

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

and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase

from the Company the respective number of Firm Shares set forth in Schedule I hereto opposite its name at $15.2675 a share (the “Purchase

Price”).

On the basis of the representations and warranties

contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares,

and the Underwriters shall have the right to purchase, severally and not jointly, up to 11,250,000 Additional Shares at the Purchase Price,

provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to

any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representative may

exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days

after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters

and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is

given and may not be earlier than the Closing Date (as defined below) or later than ten business days after the date of such notice. Additional

Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with

the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”),

each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate

fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased

on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears

to the total number of Firm Shares.

3.            Terms

of Public Offering. The Company is advised by the Representative that the Underwriters propose to make a public offering of their

respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in the Representative’s

judgment is advisable. The Company is further advised by the Representative that the Shares are to be offered to the public initially

at $15.50 per share (the “Public Offering Price”) and to certain dealers selected by the Representative at a price

that represents a concession not in excess of $0.1395 per share under the Public Offering Price, and that any Underwriter may allow, and

such dealers may reallow, a concession.

4.            Payment

and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York

City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on

July 9, 2026, or at such other time on the same or such other date, not later than July 16, 2026, as shall be designated in

writing by the Representative. The time and date of such payment are hereinafter referred to as the “Closing Date.”

Payment for any Additional Shares shall be made

to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective

accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in

Section 2 hereof or at such other time on the same or on such other date, in any event not later than August 10, 2026, as shall

be designated in writing by the Representative.

The Firm Shares and Additional Shares shall be

registered in such names and in such denominations as the Representative shall request in writing not later than one full business day

prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered

to the Representative on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts of the

several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against

payment of the Purchase Price therefor.

5.            Conditions

to the Underwriters’ Obligations. The obligations of the Company to sell the Shares to the Underwriters and the several obligations

of the Underwriters to purchase and pay for the Shares as set forth in this Agreement are subject to the condition that the Registration

Statement shall have become effective not later than 5:30 p.m. (Washington D.C. time) on the date hereof.

The several obligations of the Underwriters are

subject to the following further conditions:

(a)            Subsequent

to the execution and delivery of this Agreement and prior to the Closing Date:

(i) no order suspending the effectiveness of the Registration

Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending

before or threatened by the Commission; and

(ii) there shall not have occurred any change, or any

development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the

Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the Representative’s

judgment, is material and adverse, and that makes it, in the Representative’s judgment, impracticable to market the Shares on the

terms and in the manner contemplated in the Time of Sale Prospectus.

(b)            The

Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company,

to the effect set forth in Sections 5(a)(i) and 5(a)(ii) above and to the effect that the representations and warranties

of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the

agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date as set

forth in this Agreement.

The officer signing and delivering such certificate

may rely upon the best of his or her knowledge as to proceedings threatened.

Underwriters shall have received, on the date hereof and on the Closing Date, a certificate of the chief financial officer, in form and

substance reasonably satisfactory to the Representative.

(d)            The

Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Latham & Watkins LLP, outside

counsel for the Company, dated the Closing Date, each in form and substance reasonably satisfactory to the Representative.

(e)            The

Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Skadden, Arps, Slate, Meagher &

Flom LLP, counsel for the Underwriters, dated the Closing Date, each in form and substance reasonably satisfactory to the Representative.

With respect to the negative assurance letters

to be delivered pursuant to Sections 5(d) and 5(e) above, Latham & Watkins LLP and Skadden, Arps, Slate, Meagher &

Flom LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement,

the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof,

but are without independent check or verification, except as specified.

(f)             The

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

as the case may be, in form and substance reasonably satisfactory to the Underwriters, from KPMG LLP, independent public accountants,

containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters

with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus

and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than

the date hereof.

(g)            The

lock-up agreements, each substantially in the form of Exhibit A hereto, between the Representative and certain officers and directors

of the Company relating to restrictions on sales and certain other dispositions of shares of Common Stock or certain other securities,

delivered to the Representative on or before the date hereof (the “Lock-up Agreements”), shall be in full force and

effect on the Closing Date.

(h)            The

Company shall have caused the Firm Shares to be approved for listing on Nasdaq, subject to official notice of issuance.

(i)             The

Underwriters shall have received such other documents as the Representative may reasonably request with respect to the good standing of

the Company, the due authorization and issuance of the Firm Shares to be sold on the Closing Date and other matters related to the issuance

of such Firm Shares.

The several obligations of the Underwriters to purchase Additional

Shares hereunder are subject to the delivery to the Representative on the applicable Option Closing Date of the following:

(j)            a

certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered

on the Closing Date pursuant to clause (b) of Section 5 above remains true and correct as of such Option Closing Date;

(k)            a

certificate, dated the Option Closing Date and signed by the chief financial officer of the Company, substantially in the same form and

substance as the certificate delivered to the Underwriters pursuant to clause (c) Section 5 above;

(l)            an

opinion and negative assurance letter of Latham & Watkins LLP, outside counsel for the Company, dated the Option Closing Date,

relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion and negative

assurance letter required by clause (d) of Section 5 above;

(m)            an

opinion and negative assurance letter of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Underwriters, dated the Option

Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion

and negative assurance letter required by clause (e) of Section 5 above;

(n)            a

letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from KPMG LLP, independent public accountants,

substantially in the same form and substance as the letter furnished to the Underwriters pursuant to clause (f) of Section 5

above; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three

business days prior to such Option Closing Date;

(o)             the

Company shall have caused the Additional Shares to be approved for listing on Nasdaq, subject to official notice of issuance; and

(p)            such

other documents as the Representative may reasonably request with respect to the good standing of the Company, the due authorization and

issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional

Shares.

6.            Covenants

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

(a)            To

furnish to the Representative, upon request and without charge, up to three signed copies of the Registration Statement (including exhibits

thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish

to the Representative in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding

the date of this Agreement and during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of

Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Representative may

reasonably request.

(b)            Before

amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to the Representative

a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Representative

reasonably objects, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities

Act any prospectus required to be filed pursuant to such Rule.

furnish to the Representative a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred

to by the Company and not to use or refer to any proposed free writing prospectus to which the Representative reasonably objects.

(d)            Not

to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under

the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have

been required to file thereunder.

(e)            If

the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective

purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus

in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist

as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file,

or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with

applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer

upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as

so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective

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

Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(f)             If,

during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters the Prospectus

(or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection

with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement

the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the

notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion

of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare,

file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representative

will furnish to the Company) to which Shares may have been sold by the Representative on behalf of the Underwriters and to any other dealers

upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented

will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of

the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with

applicable law.

(g)            To

endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall

reasonably request; provided, however, that nothing contained herein shall require the Company to qualify to do business in any

jurisdiction where it would not otherwise be required to so qualify, to execute a general consent to service of process in any jurisdiction

or to subject itself to taxation in any jurisdiction in which it is not otherwise subject.

(h)            To

make generally available to the Company’s security holders and to the Representative as soon as practicable an earnings statement

covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement

which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission

thereunder; provided, however, that the Company will be deemed to have furnished such statement to its security holders to the

extent it is filed on the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

(i)             Whether

or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all

expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses

of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Shares under

the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary

prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred

to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing

and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses

related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the

cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state

securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as

provided in Section 6(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for

the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all

filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review

and qualification of the offering of the Shares by the Financial Industry Regulatory Authority (provided that the aggregate amount payable

by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall

not exceed $35,000), (v) all costs and expenses incident to listing the Shares on Nasdaq, (vi) the cost of printing certificates

representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses

of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering

of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses

associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road

show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company

and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (the remaining one-half

of the cost to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement,

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

is not otherwise made in this Section. It is understood, however, that except as otherwise provided in this Section, Section 8 entitled

“Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriters will pay all of their costs

and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and

any advertising expenses connected with any offers they may make.

(j)             If

at any time following the distribution of any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405

under the Securities Act there occurred or occurs an event or development as a result of which such Testing-the-Waters Communication included

or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify

the Representative and will promptly amend or supplement, at its own expense, such Testing-the-Waters Communication to eliminate or correct

such untrue statement or omission.

(k)            The

Company will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, a properly completed and executed

Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Company

undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification

of the foregoing Certification.

The Company also covenants with each Underwriter

that, subject to the immediately following paragraph, without the prior written consent of the Representative on behalf of the Underwriters,

it will not, and will not publicly disclose an intention to, during the period ending 60 days after the date of the Prospectus (the “Restricted

Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract

to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares

of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or

other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether

any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities,

in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common

Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

The restrictions contained in the preceding paragraph

shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise

of an option or warrant, vesting or settlement of restricted stock or restricted stock units or the conversion of a security outstanding

on the date hereof as described in each of the Time of Sale Prospectus and Prospectus, (C) the grant of shares of Common Stock, options,

restricted stock, or restricted stock units pursuant to equity incentive plans of the Company or the amendment of awards under the equity

incentive plans of the Company described in each of the Time of Sale Prospectus and Prospectuses, (D) the entry into an agreement

providing for the issuance by the Company of shares of Common Stock or any security convertible into or exercisable for shares of Common

Stock (including, without limitation, options, restricted stock, restricted stock units, or warrants) in connection with the acquisition

by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity

or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities

pursuant to any such agreement, (E) the entry into any agreement providing for the issuance of shares of Common Stock or any security

convertible into or exercisable for shares of Common Stock (including, without limitation, options, restricted stock, restricted stock

units, or warrants) in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any

such securities pursuant to any such agreement, provided that the issuance of any such securities pursuant to clauses (D) and

(E) shall not exceed 10% of the total number of shares of Common Stock outstanding immediately following the completion of the transactions

contemplated by this Agreement including any Additional Shares issued pursuant to this Agreement; (F) any Common Stock or any security

convertible into or exercisable for shares of Common Stock (including, without limitation, options, restricted stock, or restricted stock

units) issued pursuant to any non-employee director compensation plan or program disclosed in the Registration Statement, Time of Sale

Prospectus, and Prospectus, (G) the filing by the Company of a registration statement with the Commission on Form S-8 or any

successor form thereto to register Common Stock issuable pursuant to an employee benefit plan, qualified share option plan, employee share

purchase plan or other employee compensation plan described in Time of Sale Prospectus and the Prospectus, (H) facilitating the establishment

of a trading plan on behalf of a shareholder, officer, employee or director of the Company pursuant to Rule 10b5-1 under the Exchange

Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock

during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of

or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to

the effect that no transfer of Common Stock may be made under such plan during the Restricted Period, or (I) the issuance of shares

of Common Stock or securities convertible into shares of Common Stock pursuant to (i) the Investment Agreement, dated November 12,

2024, by and among the Company, Volkswagen-US Holding, Inc. and Volkswagen Aktiengesellschaft, or (ii) the Subscription Agreement,

dated March 18, 2026, by and among the Company, SMB Holding Corporation and Uber Technologies, Inc., provided further that

in the case of clause (F), each recipient of such securities shall execute a lock-up agreement on substantially the same terms as the

lock-up agreement described in Section 5(g) hereof for the remainder of the Restricted Period.

7.            Covenants

of the Underwriters. Each Underwriter, severally and not jointly, covenants with the Company not to take any action that would result

in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf

of such Underwriter that otherwise would not be required to be filed by the Company thereunder but for the action of the Underwriter.

8.            Indemnity

and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any

Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate

of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and

liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating

any such action or claim) that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material

fact contained in the Registration Statement or any amendment thereof, or arise out of, or based upon, any omission or alleged omission

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

untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus or

any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act,

any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act,

any road show as defined in Rule 433(h) under the Securities Act (a “road show”), the Prospectus or any amendment

or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to

state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the

circumstances under which they are made, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon,

any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any Underwriter

Information (as defined below).

(b)            Each

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

Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20

of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or

other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based

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

thereof, or arise out of, or based upon, any omission or alleged omission to state therein a material fact required to be stated therein

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

fact contained in any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing

prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required

to file, pursuant to Rule 433(d) under the Securities Act, any road show, the Prospectus or any amendment or supplement thereto,

or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein a material

fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which

they are made, except insofar as such losses, claims, damages and liabilities arise out of, or are based upon, any untrue statement or

omission or alleged untrue statement or omission made in reliance on and in conformity with information relating to such Underwriter furnished

to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, any preliminary

prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show or the Prospectus or any amendment or supplement

thereto, or any Testing-the-Waters Communication; it being understood and agreed that the only information furnished by any such Underwriter

consists of the following information in the Prospectus furnished on behalf of each Underwriter: the selling concession amount appearing

in the third paragraph under the caption “Underwriting”, the information concerning sales to discretionary accounts appearing

in the ninth paragraph under the caption “Underwriting,” and the information concerning stabilization and the over-allotment

option in the nineteenth paragraph under the caption “Underwriting” (“Underwriter Information”).

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

may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify

the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party,

upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified

party and any others the indemnifying party may designate in such proceeding and shall pay the reasonably incurred and documented fees

and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain

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

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

proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both

parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that

the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related

proceedings in the same jurisdiction, be liable for (i) with respect to the application of Section 8(a) hereof, the reasonably

incurred and documented fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters, 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, and all affiliates of the Underwriters within the meaning of Rule 405 under the Securities Act and (ii) with

respect to the application of Section 8(b) hereof, the reasonably incurred and documented 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 Section 15 of the Securities Act or Section 20 of

the Exchange Act, and that all such fees and expenses referenced in clauses (i) and (ii), as applicable, 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 the underwriters,

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

officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not

be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a

final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability

by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect

any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity

could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified

party from all liability on claims that are the subject matter of such proceeding and does not include any statements to or any admission

of fault, culpability or failure to act by or on behalf of any indemnified party.

(d)            To

the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient

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

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

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

by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares or (ii) if the allocation provided

by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative

benefits referred to in clause 8(d)(i) above but also the relative fault of the Company on the one hand and of the Underwriters

on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well

as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on

the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds

from the offering of the Shares (before deducting expenses) received by the Company and the total underwriting discounts and commissions

received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering

Price of the Shares. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference

to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state

a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge,

access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations

to contribute pursuant to this Section 8 are several in proportion to the respective number of Shares they have purchased hereunder,

and not joint.

(e)            The

Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined

by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation

that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified

party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject

to the limitations set forth above, any documented legal or other expenses reasonably incurred by such indemnified party in connection

with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall

be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed

to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by

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

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

such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or

remedies which may otherwise be available to any indemnified party at law or in equity.

(f)            The

indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the

Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this

Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate

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

of and payment for any of the Shares.

9.            Termination.

The Underwriters may terminate this Agreement by notice given by the Representative to the Company, if after the execution and delivery

of this Agreement and prior to or on the Closing Date or any Option Closing Date, as the case may be, (i) trading generally shall

have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or the NASDAQ Global Market,

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

material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium

on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred

any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the Representative’s

judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the

Representative’s judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and

in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

10.          Effectiveness;

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

If, on the Closing Date or an Option Closing Date,

as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase

hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused

to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall

be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I

bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions

as the Representative may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused

to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant

to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Shares without the

written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares

and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm

Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm

Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting

Underwriter or the Company. In any such case either the Representative or the Company shall have the right to postpone the Closing Date,

but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of

Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter

or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which

such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the

non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to

be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters

would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting

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

If this Agreement shall be terminated by the Underwriters,

or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions

of this Agreement required to be complied with or fulfilled by the Company, or if for any reason the Company shall be unable to perform

its obligations under this Agreement (other than by reason of a default by any Underwriter or the occurrence of any of the events described

in Section 10 (i), (ii) (solely to the extent that such event is not caused by conduct of the Company), (iii), (iv) or

(v)), the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves,

severally, for all documented out-of-pocket expenses (including the reasonably incurred and documented fees and disbursements of their

counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

11.          Entire

Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the

extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company

and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct

of the offering, and the purchase and sale of the Shares.

(b)            The

Company acknowledges that in connection with the offering of the Shares: (i) the Underwriters have acted at arm’s length, are

not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those

duties and obligations set forth in this Agreement, any contemporaneous written agreements and prior written agreements (to the extent

not superseded by this Agreement), if any, (iii) the Underwriters may have interests that differ from those of the Company, and (iv) none

of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment

advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company waives to the full

extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in

connection with the offering of the Shares.

12.          Recognition

of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity (as defined below) becomes

subject to a proceeding under a U.S. Special Resolution Regime (as defined below), 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 (as defined below) of such Underwriter becomes subject

to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against

such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special

Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes

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

be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a

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

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

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the

meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated

thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

13.          Counterparts.

This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures

thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic

signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www.docusign.com)

or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and

effective for all purposes.

14.          Applicable

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

15.          Headings.

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

this Agreement.

16.          Notices.

All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed

or sent to the Representative in care of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention:

Registration Department; and if to the Company shall be delivered, mailed or sent to Rivian Automotive, Inc. at 14600 Myford Road

Irvine, California 92606, Attention: General Counsel.

Very truly yours,

Rivian Automotive, Inc.

By:

/s/ Claire McDonough

Name:

Claire McDonough

Title:

Chief Financial Officer

Accepted as of the date hereof

Goldman Sachs & Co. LLC

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

By:

/s/ Joshua Li

Name:

Joshua Li

Title:

Managing Director

SCHEDULE I

Underwriter

Number of Firm Shares To

Be Purchased

Goldman Sachs & Co. LLC

15,225,000

Allen & Company LLC

6,225,000

Barclays Capital Inc.

6,225,000

J.P. Morgan Securities LLC

6,225,000

Morgan Stanley & Co. LLC

6,225,000

Wells Fargo Securities, LLC

6,225,000

BNP Paribas Securities Corp.

3,825,000

Citigroup Global Markets Inc.

3,825,000

Deutsche Bank Securities Inc.

3,825,000

Mizuho Securities USA LLC

3,825,000

MUFG Securities Americas Inc.

3,825,000

SMBC Nikko Securities America, Inc.

3,825,000

BofA Securities, Inc.

2,587,500

BTIG, LLC

2,587,500

Academy Securities, Inc.

175,000

Mischler Financial Group, Inc.

175,000

Siebert Williams Shank & Co., LLC

175,000

Total:

75,000,000

I-1

SCHEDULE II

Time of Sale Prospectus

1. Preliminary Prospectus issued July 6, 2026.

2. Pricing information provided orally by Underwriters:

Public offering price per Share: $15.50

Number of Shares: 75,000,000

Number of Additional Shares: 11,250,000

II-1

EXHIBIT A

FORM OF LOCK-UP AGREEMENT

[•],

2026

Goldman Sachs & Co. LLC

As representative of the several Underwriters

c/o Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Ladies and Gentlemen:

The undersigned understands that Goldman Sachs &

Co. LLC, acting as representative (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting

Agreement”) with Rivian Automotive, Inc., a Delaware corporation (the “Company”), providing for the

public offering (the “Public Offering”) by the several Underwriters, including the Representative (the “Underwriters”),

of shares (the “Shares”) of the Class A common stock, par value $0.001 per share of the Company (the “Class A

Common Stock” and, together with the Class B common stock, par value $0.001 per share, of the Company, the “Common

Stock”).

To induce the Underwriters that may participate in

the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the

prior written consent of the Representative on behalf of the Underwriters, it will not, and will not publicly disclose an intention to,

during the period commencing on the date hereof and ending 45 days after the date of the final prospectus (the “Restricted Period”)

relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option

or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer

or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible

into or exercisable or exchangeable for Common Stock (including, without limitation, securities which may be issued upon exercise or vesting

of stock options, restricted stock units or warrants) (collectively, “Other Securities”) or (2) enter into any

swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common

Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or

Other Securities, in cash or otherwise.

A-1

The undersigned acknowledges and agrees that the

foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation,

any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative

transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result

in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole

or in part, directly or indirectly, of any Common Stock or Other Securities, whether any such transaction or arrangement (or instrument

provided for thereunder) would be settled by delivery of Common Stock or Other Securities, in cash or otherwise. In addition, the undersigned

agrees that, without the prior written consent of the Representative on behalf of the Underwriters, it will not, during the Restricted

Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible

into or exercisable or exchangeable for Common Stock.

The foregoing restrictions set forth in the two (2) immediately

preceding paragraphs shall not apply to:

(a) transactions relating to shares of Common

Stock or Other Securities acquired in the Public Offering or open market transactions after the completion of the

Public Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall

be voluntarily made in connection with subsequent sales of Common Stock or Other Securities acquired in the Public Offering

or such open market transactions (other than, with respect to the sale of Common Stock acquired in the Public Offering, any filing

required under Section 16(a) of the Exchange Act by any person who is directly or indirectly the beneficial owner (as such term

is defined in Section 16 of the Exchange Act) of more than 10% of the Class A Common Stock);

(b) transfers or dispositions of the undersigned’s

shares of Common Stock or Other Securities:

(i) as a bona fide gift or charitable

contribution, or for bona fide estate planning purposes;

(ii) if the undersigned is a natural

person, to any member of the undersigned’s immediate family (as defined below) or to any trust for the direct or indirect benefit

of the undersigned or the immediate family of the undersigned;

(iii) if the undersigned is a trust,

to a trustor, a trustee or a beneficiary of the trust or to the estate of a trustor, trustee or beneficiary of such trust;

(iv) if the undersigned is a corporation,

partnership, limited liability company, or other business entity, (1) to limited partners, general partners, members, stockholders

or holders of similar equity interests in the undersigned or (2) to another corporation, partnership, limited liability company,

trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended)

of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control

or common investment management with the undersigned or affiliates of the undersigned;

A-2

(v) upon death or by will, testamentary

document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned;

(vi) to a nominee or custodian of

a person or entity to whom a disposition or transfer would be permissible under clauses (b)(i) through (b)(v);

provided

that in the case of any transfer or distribution pursuant to clause (b)(i) through (b)(vi), (x) each transferee,

donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter for the balance of the Restricted

Period, (y) with the exception of transfers or dispositions pursuant to clause (b)(iv), such transfer shall not involve a disposition

for value, and (z) no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Exchange

Act reporting a reduction in beneficial ownership, or any other public filing or disclosure of such receipt or transfer, shall be required

or shall be voluntarily made during the Restricted Period (other than a filing on Form 5);

of a trading plan on behalf of a securityholder, officer (as defined in Rule 16a-1(f) under the Exchange Act) or director of

the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock (a “Trading Plan”),

provided that such Trading Plan does not provide for the transfer of Common Stock during the Restricted Period and to the extent

a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned

or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer

of Common Stock may be made under such plan during the Restricted Period;

(d) sales pursuant to a Trading Plan established

prior to the date hereof (an “Existing Trading Plan”) and not amended or modified during the Restricted Period; provided

that (y) such Existing Trading Plan has been disclosed to the Representative in writing prior to the execution of this agreement

by the undersigned, and (z) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership

of the underlying shares, or other public announcement reporting, shall be required or shall be voluntarily made during the Restricted

Period (other than on a form required to be filed under Section 16(a), in which case such form shall clearly indicate in the footnotes

thereto that the filing relates to the circumstances described in this subpart (d));

(e) transfers or sales to the Company in connection

with the repurchase of shares of Common Stock or Other Securities granted under any stock incentive plan or stock purchase plan of the

Company, which plan is described in the registration statement relating to the Public Offering (the “Registration Statement”)

and the Prospectus, provided that the underlying shares shall continue to be subject to the restrictions on transfer set forth

in this agreement and, provided further, that no filing under Section 16(a) of the Exchange Act, reporting a reduction

in beneficial ownership of the underlying shares, or other public announcement reporting, shall be required or shall be voluntarily made

during the Restricted Period (other than a filing on a Form 5 that shall clearly indicate in the footnotes thereto that the filing

relates to the circumstances described in this subpart (e));

A-3

(f) (1) the receipt by the undersigned

from the Company of shares of Common Stock or Other Securities upon the exercise, vesting or settlement of options, restricted stock units

or other equity awards granted under a stock incentive plan or other equity award plan, which plan is described in the Registration Statement

and the Prospectus, or warrants to purchase shares of Common Stock, insofar as such options, restricted stock units or warrants are outstanding

as of the date of the Prospectus and are disclosed in the Prospectus; or (2) the transfer of shares of Common Stock or Other Securities

to the Company upon a vesting or settlement event of the Company’s restricted stock units or other securities or upon the exercise

of options to purchase the Company’s securities on a “cashless” or “net exercise” basis to the extent permitted

by the instruments representing such options (and any transfer to the Company necessary in respect of such amount needed for the payment

of taxes, including estimated taxes and withholding tax and remittance obligations, due as a result of such vesting, settlement or exercise

whether by means of a “net settlement” or otherwise) so long as such vesting, settlement, “cashless” exercise

or “net exercise” is effected solely by the surrender of outstanding options (or the Common Stock issuable upon the exercise

thereof) or shares of Common Stock to the Company and the Company’s cancellation of all or a portion thereof to pay the exercise

price and/or withholding tax and remittance obligations in connection with the vesting, settlement or exercise of the restricted stock

unit, option or other equity award; provided (yy) that the shares received upon vesting, settlement or exercise of the restricted

stock unit, option, warrants, or other equity award are subject to this agreement and (zz) that in the case of clauses (1) or (2),

no filings under Section 16 of the Exchange Act, or other public filing, report or announcement shall be voluntarily made during

the Restricted Period and, if required, any public report or filing under Section 16(a) of the Exchange Act shall include a

statement to the effect that (A) such transaction reflects the circumstances described in clause (1) or (2), as the case may

be, (B) such transaction was only with the Company and (C) in the case of clause (1) the shares of Common Stock received

upon exercise or settlement of the option, restricted stock unit, warrants, or other equity award are subject to this agreement with the

Representative;

(g) the transfer or disposition of the undersigned’s

Common Stock or Other Securities that occurs by operation of law, pursuant to a qualified domestic order or in connection with a divorce

settlement, provided that each transferee shall sign and deliver a lock-up agreement substantially in the form of this agreement,

provided further that no filings under Section 16 of the Exchange Act, or other public filing, report or announcement shall

be voluntarily made during the Restricted Period and, if required, any associated filing under Section 16(a) of the Exchange

Act shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this subpart (g); and

A-4

(h) the transfer of shares of Common Stock or

Other Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders

of the capital stock of the Company involving a change of control (as defined below) of the Company, is open to all holders of the Company

capital stock and has been approved by the board of directors of the Company (including, without limitation, entering into any lock-up,

voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of the undersigned’s

securities in connection with any such transaction, or vote securities in favor of any such transaction); provided that in the

event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock and Other Securities owned

by the undersigned shall remain subject to the restrictions contained in this agreement

For purposes of this agreement, “immediate

family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin

and “change of control” shall mean the consummation of any bona fide third party tender offer, merger, consolidation

or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of

the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5

of the Exchange Act) of greater than fifty percent (50%) of the total voting power of the voting stock of the Company, occurring after

the consummation of the Public Offering, that has been approved by the board of directors of the Company.

The undersigned also agrees and consents to the entry

of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares

of Common Stock except in compliance with the foregoing restrictions.

If the undersigned is an officer or director of the

Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Shares the

undersigned may purchase in the offering.

The undersigned understands that the Company and

the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands

that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representative, successors and assigns.

The undersigned acknowledges and agrees that the

Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned

with respect to the Public Offering of the Shares and the undersigned has consulted their own legal, accounting, financial, regulatory

and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may

provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to the undersigned in connection

with the Public Offering, the Underwriters are not making a recommendation to the undersigned to participate in the Public Offering

or sell any Shares at the price determined in the Public Offering, and nothing set forth in such disclosures or documentation is intended

to suggest that any Underwriter is making such a recommendation.

A-5

The Representative confirm that each (i) officer

(as such term is defined in Rule 16a-1(f) under the Exchange Act) of the Company and (ii) director of the Company has executed

a lock-up agreement or similar agreement in either case at least as restrictive as this lock-up agreement.

Notwithstanding anything to the contrary contained

herein, this agreement will automatically terminate and the undersigned will be released from all of his, her or its obligations hereunder

upon the earliest to occur, if any, of (i) the date that the Company, on the one hand, or the Representative, on the other hand,

advises in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering,

(ii) the date of the termination of the Underwriting Agreement (other than the provisions thereof which survive termination) prior

to payment for and delivery of the Shares to be sold thereunder or (iii) July 31, 2026, in the event that the Underwriting Agreement

has not been executed by such date.

Whether or not the Public Offering actually occurs

depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement,

the terms of which are subject to negotiation between the Company and the Underwriters.

This agreement shall be governed by and construed

in accordance with the laws of the State of New York.

This agreement may be delivered via facsimile, electronic

mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com)

or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and

effective for all purposes.

[Signature Page Follows]

A-6

Very truly yours,

IF AN INDIVIDUAL:

IF AN ENTITY:

(duly authorized signature)

(please print complete name of entity)

Name:

By:

(please print full name)

(duly authorized signature)

Name:

(please print full name)

Title:

(please print full title)

Address:

E-mail:

A-7

EXHIBIT B

FORM OF WAIVER OF LOCK-UP

[●], 2026

[Name and Address of

Officer or Director

Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter

is being delivered to [●] (“[●]”) in connection with the offering by Rivian Automotive, Inc.

(the “Company”) of [●] shares of Class A common stock, $0.001 par value (the “Common Stock”),

of the Company and the lock-up agreement dated July 6, 2026 (the “Lock-up Agreement”), executed by you in connection

with such offering, and your request for a [waiver / release] dated [●], 2026, with respect to [●] shares of

Common Stock (the “Shares”).

Goldman Sachs &

Co. LLC hereby agrees to [waive / release] the transfer restrictions set forth in the Lock-up Agreement, but only with respect

to the Shares, effective [●], 2026. This letter will serve as notice to the Company of the [waiver / release].

Except as expressly [waived / released] hereby,

the Lock-up Agreement shall remain in full force and effect.

Very truly yours,

Goldman Sachs & Co. LLC

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

By:

Name:

Title:

cc: Rivian Automotive, Inc.

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2617163d3_ex5-1.htm · Sequence: 3

Exhibit 5.1

1271 Avenue of the Americas

New York, New York 10020-1401

Tel: +1.212.906.1200 Fax: +1.212.751.4864

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Chicago

Paris

Dubai

Riyadh

July 8, 2026

Düsseldorf

San Diego

Frankfurt

San Francisco

Hamburg

Seoul

Hong Kong

Silicon Valley

Houston

Singapore

London

Tel Aviv

Los Angeles

Tokyo

Madrid

Washington, D.C.

Rivian Automotive, Inc.

14600 Myford Road

Irvine, California 92606

Re: Registration Statement on Form S-3 (Registration No. 333-295470);

86,250,000 Shares of Class A Common Stock

To the addressee set forth above:

We have acted as special counsel to Rivian Automotive,

Inc., a Delaware corporation (the “Company”), in connection with the issuance of 86,250,000 shares of

Class A common stock, par value $0.001 per share, of the Company (the “Shares”), including 11,250,000 shares

pursuant to the exercise of the Underwriters’ (as defined below) option to purchase additional shares. The Shares are included

in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed

with the Securities and Exchange Commission (the “Commission”) on April 30, 2026 (Registration No. 333-295470)

(as so filed and as amended, the “Registration Statement”), a base prospectus dated April 30, 2026 included

in the Registration Statement (the “Base Prospectus”), a preliminary prospectus supplement dated July 6, 2026

filed with the Commission pursuant to Rule 424(b) under the Act (the “Preliminary Prospectus Supplement” and,

together with the Base Prospectus, the “Preliminary Prospectus”), and a prospectus supplement dated July 7,

2026 filed with the Commission pursuant to Rule 424(b) under the Act (the “Final Prospectus Supplement” and,

together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to an underwriting

agreement, dated July 7, 2026 (the “Underwriting Agreement”), by and between the Company and Goldman Sachs

& Co. LLC, as representative of the several underwriters named therein (the “Underwriters”). This opinion

is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed

herein as to any matter pertaining to the contents of the Registration Statement, the Preliminary Prospectus or the Prospectus, other

than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters

of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates

and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.

We are opining herein as to the General Corporation Law of the State of Delaware (“DGCL”) and we express no

opinion with respect to any other laws.

July 8, 2026

Page 2

Subject to the foregoing and the other matters

set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer

agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor

(not less than par value) in the circumstances contemplated by the Underwriting Agreement, the issue and sale of the Shares will have

been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.

In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated

shares provided in the DGCL.

This opinion is for your benefit in connection

with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions

of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission

on July 8, 2026 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent,

we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules

and regulations of the Commission thereunder.

Sincerely,

/s/ Latham & Watkins LLP

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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