Form 8-K

8-K — FREQUENCY ELECTRONICS INC

Accession: 0001185185-26-003177

Filed: 2026-07-30

Period: 2026-07-28

CIK: 0000039020

SIC: 3825 (INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — feim8k072926.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (feimex1-1.htm)

EX-5.1 — EXHIBIT 5.1 (feimex5-1.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: feim8k072926.htm · Sequence: 1

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0000039020

2026-07-28

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UNITED STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event

reported): July 28, 2026

Frequency Electronics, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

1-8061

11-1986657

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

55 Charles Lindbergh Blvd.,

Mitchel Field, New York 11553

(Address of principal executive offices, including

zip code)

(516) 794-4500

Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed

since last report)

Check the appropriate box

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

provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock (par value $1.00 per share)

FEIM

NASDAQ Global 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 1.01. Entry into a Material Definitive

Agreement.

On July 30, 2026, Frequency Electronics, Inc. (the “Company”)

completed an offering (the “Offering”) of 1,739,131 shares of the Company’s common stock, par value $1.00 per share

(“Common Stock”), pursuant to an underwriting agreement (the “Underwriting Agreement”) among the Company, Edenbrook

Value Fund, LP and Edenbrook Long Only Value Fund, LP, as selling stockholders (the “Selling Stockholders”), and Morgan Stanley

& Co. LLC, as representative of the several underwriters named in Schedule II thereto (the “Underwriters”). The Company

offered and sold 1,086,957 shares of Common Stock (the “Company Shares”) and the Selling Stockholders offered and sold a total

of 652,174 shares of Common Stock (the “Secondary Shares” and, together with the Company Shares, the “Shares”).

In addition, the Company granted the Underwriters an option, exercisable for 30 days following the date of the Underwriting Agreement,

to purchase up to 260,869 additional shares of Common Stock from the Company.

The Underwriting Agreement includes the terms and conditions for the

offering and sale of the Shares, indemnification and contribution obligations, and other terms and conditions customary in agreements

of this type. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety

by reference to the Underwriting Agreement, which is attached to this Current Report on Form 8-K as Exhibit 1.1.

The Shares were offered to investors at $57.50 per Share. The gross

proceeds to the Company from the Offering , before deducting the underwriting discounts and commissions and offering expenses, were approximately

$62.5 million. The Offering closed on July 30, 2026. The Company is not receiving any proceeds from the sale of the Secondary Shares sold

by the Selling Stockholders.

The Shares have been registered under the Securities Act of 1933, as

amended, pursuant to a registration statement on Form S-3 (File No. 333-297549) (the “Registration Statement”). The Company

has filed with the U.S. Securities and Exchange Commission a preliminary prospectus supplement dated July 28, 2026 and a final prospectus

supplement, dated July 28, 2026, together with an accompanying prospectus dated July 21, 2026, relating to the offer and sale of the Shares.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits.

1.1

Underwriting Agreement, dated July 28, 2026, among Frequency Electronics, Inc., Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP, as selling stockholders, and Morgan Stanley & Co. LLC, as representative of the several underwriters.

5.1

Opinion of McGuireWoods LLP.

23.1

Consent of McGuireWoods LLP (included in Exhibit 5.1).

104

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

SIGNATURE

Pursuant to the requirements of the Securities

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

FREQUENCY ELECTRONICS, INC.

Date: July 30, 2026

By:

/s/ Steven L. Bernstein

Steven L. Bernstein

Chief Financial Officer, Secretary and

Treasurer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: feimex1-1.htm · Sequence: 2

Exhibit 1.1

1,739,131 Shares

FREQUENCY ELECTRONICS, INC.

Common Stock, par value $1.00 per share

UNDERWRITING AGREEMENT

July 28, 2026

Morgan Stanley & Co. LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

Frequency Electronics, Inc., a Delaware corporation

(the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”),

and certain stockholders of the Company (the “Selling Stockholders”) named in Schedule I hereto severally propose

to sell to the several Underwriters, an aggregate of 1,739,131 shares of the common stock, par value $1.00 per share, of the Company as

set forth in Schedule II hereto (the “Firm Shares”), of which 1,086,957 shares are to be issued and sold by the Company

and 652,174 shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling

Stockholder’s name in Schedule I hereto.

The Company also proposes to issue and sell to

the several Underwriters not more than an additional 260,869 shares of its common stock, par value $1.00 per share (the “Additional

Shares”), if and to the extent that Morgan Stanley & Co. LLC (“Morgan Stanley”), as representative of

the offering (the “Representative”), shall have determined to exercise, on behalf of the Underwriters, the right to

purchase such shares of common stock granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are

hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $1.00 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 and the Selling Stockholders are hereinafter sometimes collectively referred to as the “Sellers.”

The Company has filed with the Securities and Exchange

Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-297549) relating to the Shares. The

registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration

statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities

Act”), is hereinafter referred to as the “Registration Statement”; the prospectus 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.” If the Company has filed

an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities

Act (a “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement”

shall be deemed to include such Rule 462 Registration Statement.

For purposes of this Agreement, “free

writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “preliminary prospectus”

shall mean each prospectus used prior to the effectiveness of the Registration Statement and each prospectus that omitted information

pursuant to Rule 430A under the Securities Act that was used after such effectiveness and prior to the execution and delivery of this

Agreement, “Time of Sale Prospectus” means the preliminary prospectus contained in the Registration Statement at the

time of its effectiveness together with the documents and pricing information set forth in Schedule III 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. As used herein, the terms “Registration Statement,”

“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 preliminary prospectus, the Time of Sale

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. The

term “Time of Sale” means 6:30 p.m., New York City time, on July 28, 2026.

1. Representations

and Warranties of the Company. The Company represents and warrants to and agrees with each of the Underwriters that, as of the date

hereof, the Time of Sale and the Closing Date (as defined in Section 4):

(a) The

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

no proceedings for such purpose or pursuant to Section 8A under the Securities Act are pending before or, to the Company’s knowledge,

threatened by the Commission.

(b) (i)

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

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

regulations of the Commission thereunder, (ii) the Registration Statement, when it became effective, did not contain and, as amended or

supplemented, if applicable, will not contain, any untrue statement of a material fact or omit to state a material fact required to be

stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply

and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules

and regulations of the Commission thereunder, (iv) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in

connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date, the Time of Sale

Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or

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

not misleading, (v) each broadly available road show, if any, does not conflict with the Time of Sale Prospectus and, when considered

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

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

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

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

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 information relating to any Underwriter

furnished to the Company in writing by, or on behalf of, such Underwriter through the Representative expressly for use therein, it being

understood and agreed that the only such information furnished by any Underwriter consists of the Underwriter Information (as defined

in Section 8(b)).

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 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 III hereto, 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 jurisdiction of its incorporation,

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

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

in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the

failure to be so qualified or be in good standing would not, singly or in the aggregate, have a material adverse effect on the condition,

financial or otherwise, or on the earnings, business, operations or prospects of the Company and its subsidiaries, taken as a whole (a

“material adverse effect”).

(e) Each

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

in good standing under the laws of the jurisdiction of its incorporation, organization or formation, has the corporate or other business

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

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

in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the

failure to be so qualified or be in good standing would not, singly or in the aggregate, have a material adverse effect on the Company

and its subsidiaries, taken as a whole; all of the issued shares of capital stock or other equity interests of each subsidiary of the

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

Company and, except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, free and clear of all

liens, encumbrances, equities or claims.

(f) This

Agreement and the performance by the Company of its obligations hereunder has been duly authorized by all necessary corporate action,

and this Agreement has been duly executed and delivered by the Company.

(g) The

authorized capital stock of the Company conforms as to legal matters 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 (including the Shares to be sold by the Selling Stockholders) outstanding prior to the issuance of the Shares to

be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable.

(i) The

Shares to be sold by the Company have been duly authorized and, when issued, delivered and paid for 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.

(j) Neither

the Company nor any of its subsidiaries is currently in violation of, and 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 by-laws (or similar organizational documents) of the Company or any subsidiary, (iii) any agreement or other instrument

binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or (iv) any

judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, 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 (A) such as have been obtained or made under the Securities Act, (B) such

as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares or (C)

such as may be required by Nasdaq Stock Market), except, in the cases of clauses (i), (iii) and (iv) as would not, individually or in

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

(k) There

has not occurred any material adverse change in the condition, financial or otherwise, or in the earnings, business, operations or prospects

of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus. There have been no transactions

entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect

to the Company and its subsidiaries taken as a whole. There has been no dividend or distribution of any kind declared, paid or made by

the Company on any class of its capital stock.

(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 other than proceedings (i) accurately

described in all material respects in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (ii) that

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

power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by each

of the Registration Statement, the Time of Sale Prospectus and the Prospectus. There are no legal or governmental proceedings that are

required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and are not so described; and there

are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement, the Time of

Sale Prospectus or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described

or filed or incorporated by reference 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 filed and, at the Time of Sale and on the Closing Date, will comply, 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) Except

as permitted under Regulation M under the Exchange Act, neither the Company nor an affiliate of the Company has taken, directly or indirectly,

any action designed to cause or result in, or which has constituted or which would reasonably be expected to constitute, the stabilization

or manipulation of the price of any Shares of the Company, to facilitate the sale or resale of the Shares.

(p) Except

as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company (i) does not have any material

lending or other relationship with any bank or lending affiliate of any Underwriter, and (ii) does not intend to use any of the proceeds

from the sale of the Shares to repay any outstanding debt owed to any affiliate of any Underwriter.

(q) To

the Company’s knowledge, (i) the Company and each of its subsidiaries (A) are and have been in compliance with any and all

applicable foreign, federal, state and local laws and regulations relating to pollution, human health and safety, the environment (including,

without limitation, indoor or outdoor air, surface water, groundwater, drinking water supply, sediment, land surface, or subsurface strata),

natural resources, wildlife or ecosystems, sustainability, or climate change, including, without limitation, laws and regulations relating

to the release or threatened release of, or exposure to, any chemical, substance, material or waste that is regulated or defined as hazardous,

toxic or radioactive, or as a pollutant or contaminant, or words of similar meaning, in or under any law or regulation, and any petroleum

or petroleum products, asbestos-containing materials, mold, or per- or polyfluoroalkyl substances, (“Hazardous Materials”)(any

such laws or regulations, “Environmental Laws”), (B) hold all permits, licenses, registrations, or other approvals

required of them under applicable Environmental Laws to conduct their respective businesses, (C) are and have been in compliance

with all terms and conditions of any such permit, license, registration or approval, and (D) have not received, are not a party to, and

are not aware of any pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens,

notices of noncompliance or violation, notices of liability, investigations or proceedings relating to any Environmental Law or any permit,

license, registration or other approval required thereunder; and (ii) there are no events or circumstances that have formed the basis

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

private party or governmental body, against or affecting the Company or any of its subsidiaries, relating to Hazardous Materials or any

Environmental Laws, except in the case of any and all of the foregoing (i) and (ii), as would not, singly or in the aggregate, have a

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

(r) There

are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required

for clean-up; closure of facilities or properties; compliance with Environmental Laws or any permit, license, registration or other approval

required thereunder; constraints on operating or production activities; or any potential liabilities to third parties) which would, singly

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

(s) 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.

(t) Neither

the Company nor any of its subsidiaries or controlled affiliates, nor any director, officer, or employee thereof, nor, to the Company’s

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

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

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

of the Company or its subsidiaries or affiliates, or to otherwise secure any improper advantage, or to any person in violation of (a)

the U.S. Foreign Corrupt Practices Act of 1977, (b) the UK Bribery Act 2010, or (c) any other applicable law, regulation, order, decree

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

(u) The

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

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

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

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

(v) (i)

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

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

that is, or is owned or controlled by one or more Persons that are:

(A) the subject of any sanctions administered

or enforced by the United States Government (including the U.S. Department of the Treasury’s Office of Foreign Assets Control and

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

sanctions authority (collectively, “Sanctions”) or “Export Controls” (meaning all export control laws and

regulations administered or enforced by (a) the United States Government (including by the U.S. Department of Commerce or the U.S. Department

of State), including the Arms Export Control Act (22 U.S.C. § 2778), the Export Control Reform Act of 2018 (50 U.S.C. §§

4801-4861), the International Traffic in Arms Regulations (22 C.F.R. Parts 120–130), and the Export Administration Regulations (15

C.F.R. Parts 730-774), and (b) any other relevant governmental authority, including (to the extent applicable) EU Regulation 2021/821

(as amended), the Export Control Order 2008, or any other applicable export control legislation or regulation), or

(B) located, organized or resident in a

country or territory that is the subject of comprehensive territorial Sanctions (including, without limitation, the so-called Donetsk

People’s Republic, the so-called Luhansk People’s Republic, or any other Covered Region of Ukraine identified pursuant to

Executive Order 14065, Crimea, Cuba, Iran, and North Korea).

(ii) Except as described in the Registration

Statement, the Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries (a) have not, since the more recent

of April 24, 2019 or 10 years prior to the date of the Agreement, engaged in, (b) are not now engaged in, and (c) will not engage in,

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

or whose government is or was, the subject of Sanctions or Export Controls.

(w) The

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

to any subsidiary, joint venture partner or other Person:

(i) to fund or facilitate any activities

or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is, or whose government

is, the subject of Sanctions or Export Controls;

(ii) to fund or facilitate any money

laundering or terrorist financing activities; or

(iii) in any other manner that would

cause or result in a violation of any Anti-Corruption Laws, Anti-Money Laundering Laws, Export Controls, or Sanctions by any Person (including

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

(x) The

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

Laundering Laws, Export Controls, and, except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus,

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

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

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

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

with the Anti-Corruption Laws, the Anti-Money Laundering Laws, Export Controls, Sanctions, and with the representations and warranties

contained herein.

(y) The

Company will not, and will not permit any of its subsidiaries to, (a) be or become a “covered foreign person”, as that term

is defined in 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. §850.101 et seq (the “Outbound Investment Rules”), or (b) engage, directly or indirectly,

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

Rules, (ii) with respect to any subsidiary of the Company that is not a U.S. Person (as defined in the Outbound Investment Rules), any

activity that would constitute a “covered activity” or “covered transaction”, as each such term is defined in

the Outbound Investment Rules, if such subsidiary were a U.S. Person, (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.

(z) The

Company and each of its subsidiaries have good and marketable title to all real property owned by them and good and marketable title to

all other property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of

all mortgages, pledges, liens, security interests, claims, restrictions, encumbrances and defects except such as do not materially affect

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

and any real property and buildings held under lease by the Company and its subsidiaries are held by them in full force and effect and

under valid, subsisting and enforceable leases, and neither the Company nor any such subsidiary has any notice of any material claim of

any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases

mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or

subleased premises under any such lease or sublease.

(aa) (i) The Company and its subsidiaries own

or have a valid license to all patents, inventions, copyrights (including rights in software), works of authorship, data, know how (including

trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), domain names,

trademarks, service marks, trade names, and any applications or registrations for any of the foregoing, together with the goodwill associated

with any of the foregoing, and other intellectual property (collectively, “Intellectual Property Rights”) used or held

for use in or reasonably necessary to the conduct of their businesses as currently conducted (“Company IP”), (ii) the

Intellectual Property Rights owned or purported to be owned by the Company or any of its subsidiaries and, to the Company’s knowledge,

the Intellectual Property Rights licensed to the Company and any of 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, ownership,

registrability, scope or enforceability of any Company IP owned or purported to be owned by the Company or any of its subsidiaries or,

to the Company’s knowledge, any Company IP licensed to the Company and any of its subsidiaries, and neither the Company nor any

of its subsidiaries are aware of any facts which would form a reasonable basis for any such claim, (iii) neither the Company nor any of

its subsidiaries has received or sent any notice alleging any infringement, misappropriation or other violation of Intellectual Property

Rights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse

effect on the Company and its subsidiaries, taken as a whole, (iv) to the Company’s knowledge, no third party is infringing, misappropriating

or otherwise violating, or has infringed, misappropriated or otherwise violated, any Company IP, (v) neither the Company nor any of its

subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual

Property Rights, (vi) the Company and each of its subsidiaries are in compliance with all licenses and other agreements governing the

use of Intellectual Property Rights to which the Company or any of its subsidiaries is a party, or under which any of the Company’s

or any of its subsidiaries’ assets are bound (collectively, the “Intellectual Property Contracts”), and neither

the Company nor any of its subsidiaries has received or sent any written notice alleging any noncompliance with any Intellectual Property

Contract and are unaware of any facts which would form a reasonable basis for any such claim, (vii) to the Company’s knowledge,

all other parties to any Intellectual Property Contracts are in compliance therewith, (viii) all Intellectual Property Contracts are in

full force and effect, (ix) all employees and contractors engaged in, or that may engage in, the development of Intellectual Property

Rights on behalf of the Company or any subsidiary of the Company have executed a valid assignment agreement whereby such employees or

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

applicable subsidiary, and to the Company’s knowledge no such agreement has been breached or violated in any material respect, (x)

the Company and its subsidiaries take, and have taken, commercially reasonable steps to maintain and protect the confidentiality of all

information intended to be maintained as confidential, including any trade secrets and other material confidential information or any

of its subsidiaries, and (xi) no university, military, educational institution, research center, Governmental Entity or other organization,

except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, has funded, contributed to or sponsored

research and development conducted in connection with the business of the Company or any of its subsidiaries that has any claim of right

to, ownership of or lien on any Intellectual Property Rights owned or licensed by the Company or any of its subsidiaries or would affect

the proprietary nature of any Intellectual Property Rights owned, purported to be owned or exclusively licensed by the Company or any

of its subsidiaries or restrict the ability of the Company or any of its subsidiaries to enforce, license or exclude others from using

any Intellectual Property Rights owned, purported to be owned or exclusively licensed by the Company or any of its subsidiaries, except,

in the case of clauses (v), (vi), (viii) and (xi), as would not, singly or in the aggregate, have a material adverse effect on the Company

and its subsidiaries, taken as a whole.

(bb) With respect to artificial intelligence,

machine learning or similar generative, predictive, agentic or other models (collectively, “AI Tools”), the Company

and its subsidiaries (i) use AI Tools in compliance in all material respects with all applicable license terms, consents, agreements,

laws, regulations and industry standards; (ii) have not, used AI Tools in a manner that materially and adversely affects the existence,

ownership, validity, or enforceability of any Intellectual Property Rights in or relating to any output created in whole or part by such

AI Tool that the Company intended to own or would have owned if created by employees of the Company without the use of any AI Tool; and

(iii) have not included and do not include any material Data, trade secrets or material confidential or proprietary information to train,

or in any prompts or inputs into, any AI Tools.

(cc) (i) None of the Company nor any of its

subsidiaries develop, use or have developed, distribute or have used or have distributed any material software or other materials 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 any manner that would reasonably be expected to require (A) the Company or any of its subsidiaries to permit reverse engineering of

any material software code or other technology owned by the Company or any of its subsidiaries or (B) any material software code or other

technology owned by the Company or any of its subsidiaries to be (1) disclosed, delivered, licensed, distributed or otherwise made available

to any other person in source code form, (2) licensed for the purpose of making derivative works or (3) redistributed at no charge. None

of the source code for any material software developed or owned by the Company or its subsidiaries (i) has been disclosed to any person

other than employees or contractors of the Company or any of its subsidiaries who received access thereto subject to strict obligations

of confidentiality for the sole purpose of providing services to the Company or (ii) is subject to any escrow or other absolute or conditional

obligation to disclose such source code.

(dd) (i) The Company and each of its subsidiaries

have complied and are presently in compliance in all material respects with all internal and external privacy policies, contractual obligations,

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

or other governmental or regulatory authority and any other legal obligations, in each case, relating to the privacy, collection, use,

transfer, processing, handling, analysis, import, export, storage, protection, security, disposal or disclosure by the Company or any

of its subsidiaries of personal, personally identifiable, household, sensitive, confidential or regulated data (including the Health Insurance

Portability and Accountability Act of 1996, Regulation (EU) 2016/79 of the European Parliament and of the Council (General Data Protection

Regulation) and any implementation acts related thereto and the California Consumer Privacy Act of 2018 and the California Privacy Rights

Act of 2020), and the requirements and guidance set forth in regulations, guidelines and agreements containing consent orders published

by regulatory authorities such as the Food and Drug Administration, Federal Trade Commission, Federal Communications Commission, the U.S.

Department of Health and Human Services and applicable European Union data protection authorities, in each case of the foregoing, as amended,

replaced or updated from time to time) (collectively, “Data Security Obligations,” and such data, “Data”);

(ii) neither the Company nor its subsidiaries have received any notification of or complaint regarding, and neither the Company nor any

of its subsidiaries are aware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance with

any Data Security Obligation and (iii) there is no investigation, inquiry, action, suit or proceeding by or before any court or governmental

agency, authority or body pending or threatened alleging non-compliance with any Data Security Obligation.

(ee) The Company and each of its subsidiaries

have taken commercially reasonable technical and organizational measures to maintain and 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 established, maintained, implemented and complied with reasonable information technology, information

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

and physical safeguards and business continuity/disaster recovery and security plans, consistent with industry standards and practices,

and as required by Data Security Obligations, that are designed to protect against and prevent breach, destruction, loss, unauthorized

distribution, disclosure, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to

any information technology and computer systems, networks, hardware, software, websites, applications, equipment, technology, databases

or Data (including Data of their respective customers, employees, suppliers, vendors and any third party Data maintained, processed or

stored by the Company and its subsidiaries, and any Data processed or stored by third parties on behalf of the Company and its subsidiaries)

used in connection with the operation of the Company’s and its subsidiaries’ businesses (“Breach”). There

has been no Breach that would, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as

a whole, and the Company and its subsidiaries have not been notified of and have no knowledge of any event or condition that would reasonably

be expected to result in any such Breach. The Company and its subsidiaries have not been required to notify any individual or data protection

authority of any information security breach, compromise or incident involving any Breach.

(ff) The Company and its subsidiaries have implemented

and maintained policies, practices, and procedures to prevent unlawful harassment, discrimination, or retaliation in the workplace and

have taken appropriate steps to assure compliance with such policies and procedures, and (i) neither the Company or its subsidiaries has

had any material labor disputes and none currently exists or is threatened; (ii) neither the Company nor any of its subsidiaries has any

knowledge of any existing, threatened or imminent labor disturbance by the employees of any of its principal vendors, partners or contractors

that would, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole; and (iii)

the Company and its subsidiaries are and have been in material compliance with all applicable laws pertaining to employment and employment

practices, wages and hours, terms and conditions of employment, and immigration.

(gg) The Company and its subsidiaries and any

“Employee Benefit Plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations

and published interpretations thereunder (collectively, “ERISA”)) currently maintained by the Company, its subsidiaries

or their “ERISA Affiliates” (as defined below) (each, a “Plan”) is and has been operated in compliance

with its terms and all applicable laws, including ERISA and the Internal Revenue Code of 1986, as amended, and the regulations and published

interpretations thereunder (the “Code”), in all material respects. No “reportable event” (as defined under

ERISA) has occurred or is reasonably expected to occur with respect to any Plan and no Plan, if terminated, would have any “amount

of unfunded benefit liabilities” (as defined under ERISA), as the fair market value of the assets under each Plan (excluding for

these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on

those assumptions used to fund such Plan); and neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or

reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (ii)

Sections 412 and 430, 4971, 4975 or 4980B of the Code or (iii) Sections 302 and 303, 406, 4063 and 4064 of ERISA, except, in each case,

as would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. Each Plan

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

to act, that would reasonably be expected to cause the loss of such qualification. There is no pending audit or investigation by the Internal

Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental or other regulatory

entity or agency with respect to any Plan that could reasonably be expected to result in liability to the Company or any of its subsidiaries.

Neither the Company nor any of its subsidiaries have any “accumulated post-retirement benefit obligations” (within the meaning

of Statement of Financial Accounting Standards 106). “ERISA Affiliate” means, with respect to the Company or any of

its subsidiaries, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company

or such subsidiary is a member. The Company represents and warrants that it is not, nor is it acting on behalf of, or selling interests

that constitute, (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Code

or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101,

or otherwise.

(hh) 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 prudent and customary

in the businesses in which they are engaged; to the Company’s knowledge, 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, have a material adverse effect

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

(ii) The

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

of this Agreement or have requested extensions thereof (except where the failure to file would not, singly or in the aggregate, have a

material adverse effect on the Company and its subsidiaries, taken as a whole) and have paid all taxes required to be paid thereon (except

for cases in which the failure to file or pay would not, singly or in the aggregate, have a material adverse effect on the Company and

its subsidiaries, taken as a whole, or, except as currently being contested in good faith and for which reserves required by generally

accepted accounting principles (“U.S. GAAP”) have been created in the financial statements of the Company), and no

tax deficiency has been determined adversely to the Company or any of its subsidiaries which, singly or in the aggregate, has had (nor

does the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which could reasonably be expected to

be determined adversely to the Company or its subsidiaries and which could reasonably be expected to have) a material adverse effect on

the Company and its subsidiaries, taken as a whole.

(jj) 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 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.

(kk) There is and has been no failure on the

part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply in all material respects

with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section

402 related to loans and Sections 302 and 906 related to certifications.

(ll) Grant Thornton LLP, which has delivered

its report with respect to the audited consolidated financial statements and schedules filed with the Commission as part of the Registration

Statement and included or incorporated by reference 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).

(mm) The Company and each of its subsidiaries

maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in

accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation

of financial statements in conformity with U.S. GAAP and to maintain asset accountability, (iii) access to assets is permitted only

in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared

with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive

data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement is accurate. Since

the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal

control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial

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

reporting.

(nn) The Company maintains an effective system

of “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act). The Company has carried out

evaluations of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

(oo) The

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

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

guidelines applicable thereto.

(pp) The Company (i) has not alone engaged in

any Testing-the-Waters Communication with any person other than Testing-the-Waters Communications with the consent of the

Representative with entities that are reasonably believed to be qualified institutional buyers within the meaning of Rule 144A

under the Securities Act or institutions that are reasonably believed to be accredited investors within the meaning of Rule 501 under

the Securities Act and (ii) has not authorized anyone other than the 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.

(qq) 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.

(rr) 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.

2. Representations

and Warranties of the Selling Stockholders. Each Selling Stockholder represents and warrants to and agrees, severally and not jointly,

with each of the Underwriters that:

(a) Such

Selling Stockholder has been duly organized and is validly existing as a limited partnership in good standing in its jurisdiction of formation.

(b) This

Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

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

Agreement and the Custody Agreement signed by the Selling Stockholders and Equiniti Trust Company, LLC, as Custodian, relating to the

deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) will not contravene any provision

of applicable law, or the certificate of incorporation or by-laws of such Selling Stockholder (if such Selling Stockholder is a corporation),

or any agreement or other instrument binding upon such Selling Stockholder or any judgment, order or decree of any governmental body,

agency or court having jurisdiction over such Selling Stockholder, and no consent, approval, authorization or order of, or qualification

with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement

or the Custody Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the

offer and sale of the Shares.

(d) Such

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

of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Stockholder free and clear

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

required by law, to enter into this Agreement and the Custody Agreement and to sell, transfer and deliver the Shares to be sold by such

Selling Stockholder or a security entitlement in respect of such Shares.

(e) The

Custody Agreement has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of

such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms.

(f) Upon

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

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

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

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

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

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

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

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

the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that

when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee

designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and

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

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

the UCC.

(g) Such

Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1 are not

true and correct, is familiar with the Registration Statement, the Time of Sale Prospectus and the Prospectus and has no knowledge of

any material fact, condition or information not disclosed in the Time of Sale Prospectus or the Prospectus that has had, or may have,

a material adverse effect on the Company and its subsidiaries, taken as a whole. Such Selling Stockholder is not prompted by any information

concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement.

(h)

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

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

regulations of the Commission thereunder, (ii) the Registration Statement, when it became effective, did not contain and, as amended or

supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be

stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply

and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules

and regulations of the Commission thereunder, (iv) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in

connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date, the Time of Sale

Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or

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

not misleading, (v) each broadly available road show, if any, does not conflict with the Time of Sale Prospectus and when considered together

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

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

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

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

provided that the representations and warranties set forth in this paragraph only 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 the Selling Stockholder Information.

Each Underwriter, the Company and such Selling Stockholder agree that the “Selling Stockholder Information” with respect

to a Selling Stockholder consists solely of the information furnished by or on behalf of such Selling Stockholder 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, which consists solely of (i) the name, address and number of shares of Common Stock owned by such

Selling Stockholder, before and after the offering, and (ii) the other information with respect to such Selling Stockholder that appears

in the table (and corresponding footnotes) under the caption “Selling Stockholders,” in each case, in the Registration Statement,

the Time of Sale Prospectus, the Prospectus or in any free writing prospectus.

(i) (i)

None of such Selling Stockholder nor any of its subsidiaries, nor any director, officer, employee, agent, affiliate or representative

of such Selling Stockholder, is a Person that is, or is owned or controlled by one or more Persons that are:

(A) the

subject of any Sanctions or Export Controls, or

(B) located,

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

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

pursuant to Executive Order 14065, Crimea, Cuba, Iran, and North Korea).

(ii) Such

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

the Agreement, engaged in, (b) are not now engaged in, and (c) will not engage in, any dealings or transactions with any Person, or in

any country or territory, that at the time of the dealing or transaction is or was, or whose government is or was, the subject of Sanctions

or Export Controls.

(j) Such

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

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

(i) to

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

facilitation, is, or whose government is, the subject of Sanctions or Export Controls;

(ii) to

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

(iii) in

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

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

(k) None

of such Selling Stockholder or its subsidiaries or affiliates, nor any director, officer, or employee thereof, nor, to such Selling Stockholder’s

knowledge, any agent or representative of the Selling Stockholder or of any of its subsidiaries or affiliates, has taken or will take

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

property, gifts or anything else of value, directly or indirectly, to any person to improperly influence official action by that person

for the benefit of the Selling Stockholder or its subsidiaries or affiliates, or to otherwise secure any improper advantage, or to any

person in violation of the Anti-Corruption Laws.

(l) Such

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

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

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

Laws, the Anti-Money Laundering Laws, or Sanctions is pending or, to the knowledge of such Selling Stockholder, threatened. Such Selling

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

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

and with the representations and warranties contained herein.

(m) Such

Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account

subject to Section 4975 of the Code, as amended or (iii) an entity deemed to hold “plan assets” of any such plan or account

under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

3. Agreements

to Sell and Purchase. Each Seller, severally and not jointly, 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 such Seller at $54.05 a share (the “Purchase Price”) the number of Firm

Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion

to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name

of such Underwriter bears to the total number of Firm Shares.

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 260,869 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 Additional Shares are to be purchased. Each purchase date must be at least one business day after the exercise

notice is given and may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such

notice. Additional Shares may be purchased as provided in Section 5 hereof. 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 II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

4. Terms

of Public Offering. The Sellers are 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 Sellers are further advised by the Representative that the Shares are to be offered to the public initially

at $57.50 a share (the “Public Offering Price”) and to certain dealers selected by the Representative at a price that

represents a concession not in excess of $2.07 a share under the Public Offering Price, and that any Underwriter may allow, and such dealers

may reallow, a concession, not in excess of $0.69 a share, to any Underwriter or to certain other dealers.

5. Payment

and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller 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 30, 2026, or at such other time on the same or such other date, not later than August 6, 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 3 or at such other time on the same or on such other date, in any event not later than September 14, 2026, as shall be designated

in writing by the Representative.

The Shares shall be registered in such names and

in such denominations as the Representative shall request not later than one full business day prior to the Closing Date or the applicable

Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representative on the Closing

Date or an 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.

6. Conditions

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

of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement

shall have become effective not later than 11:59 p.m. (New York City 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, to the knowledge of the Company, 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, operations or prospects 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 (i) a certificate, dated the Closing Date and signed by an executive officer of the

Company, to the effect set forth in Sections 6(a)(i) and 6(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, and (ii)

a certificate, dated the Closing Date and signed by an executive officer of each Selling Stockholder, to the effect that the representations

and warranties of such Selling Stockholder contained in this Agreement are true and correct as of the Closing Date and that such Selling

Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder

on or before the Closing Date.

The officer signing and delivering such certificate

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

Underwriters shall have received on the Closing Date an opinion and negative assurance letter of McGuireWoods LLP, outside counsel for

the Company, dated the Closing Date, in form and substance satisfactory to the Representative and counsel for the Underwriters, and to

such further effect as counsel for the Underwriters may reasonably request, together with signed or reproduced copies for each of the

other Underwriters.

(d) The

Underwriters shall have received on the Closing Date an opinion of McGuireWoods LLP, counsel for the Selling Stockholders, dated the Closing

Date, and to such further effect as counsel for the Underwriters may reasonably request, together with signed or reproduced copies for

each of the other Underwriters.

(e) The

Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Simpson Thacher & Bartlett LLP, counsel

for the Underwriters, dated the Closing Date, in form and substance satisfactory to the Representative.

(f) The

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

as the case may be, in form and substance satisfactory to the Underwriters, from Grant Thornton LLP, independent public accountants, containing

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

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

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

two business days prior to the Closing Date.

(g) The

“lock-up” agreements, each substantially in the form of Exhibit A hereto, between the Representative and the persons and entities

set forth on Exhibit B hereto, relating to restrictions on sales and certain other dispositions of or activities in respect of shares

of Common Stock or certain other securities, delivered to the Representative on or before the date hereof, shall be in full force and

effect on the Closing Date.

(h) The

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

(i) 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:

(i) a

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

on the Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing Date;

(ii) an

opinion and negative assurance letter of McGuireWoods 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 required by Section

6(c) hereof;

(iii) an

opinion and negative assurance letter of Simpson Thacher & Bartlett 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 required

by Section 6(e) hereof;

(iv) a

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

accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(f) hereof;

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

days prior to such Option Closing Date; and

(v) such

other documents as the 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.

7. Covenants

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

(a) To

furnish to the Representative, without charge, three signed copies of the Registration Statement (including exhibits thereto and documents

incorporated by reference) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits

thereto but including documents incorporated by reference) 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 7(f) or 7(g) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference

therein 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.

prepare and file with the Commission pursuant to Rule 424(b), as promptly as possible and in any event no later than the Closing, the

Prospectus setting forth the amount of Shares covered thereby and the terms thereof not otherwise specified in the preliminary prospectus.

(d) To

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 object.

(e) 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.

(f) 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.

(g) 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.

(h) If

required by applicable law, 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 that in no event shall the Company be obligated to qualify to do business

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

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

(i) To

make generally available (which may be satisfied by filing with the Commission on its Electronic Data Gathering Analysis and Retrieval

System) to the Company’s security holders and to the 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.

(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 covenants with each Underwriter 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 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, (2) enter into any swap, loan or other arrangement (including,

without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward

or any other derivative transaction or instrument, however described or defined) that transfers to another, in whole or in part, directly

or indirectly, 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 or confidentially

submit 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 (notwithstanding the foregoing, confidential submissions to the Commission of any

registration statements under the Securities Act may be made during the Restricted Period if and only if (x) no public announcement of

such confidential submission shall be made during the Restricted Period, (y) the Company shall provide written notice at least two business

days prior to such confidential submission to the Representative and (z) no such confidential submission shall become a publicly filed

registration statement during the Restricted Period).

The restrictions contained in the foregoing sentence

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

to any employee benefit plan, share option plan or other employee compensation plan of the Company described in each of the Time of Sale

Prospectus and the Prospectus, or (y) upon the exercise of any option or warrant or the conversion of any security outstanding on the

date hereof as described in each of the Time of Sale Prospectus and Prospectus, (C) facilitating the establishment of a trading plan on

behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act, for the transfer of shares

of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and

(ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by 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) any shares of Common Stock issued pursuant to any non-employee director stock

plan or dividend reinvestment plan referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or (E) the

issuance by the Company of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection

with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing

or distribution arrangements and collaboration agreements) or any acquisition of assets or acquisition of not less than a majority or

controlling portion of the equity of another entity, provided that the aggregate number of shares of Common Stock issued or issuable

pursuant to this clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock immediately following

the issuance and sale of the Shares pursuant to this Agreement and provided, further, that each recipient of any such shares

of Common Stock or securities during the Restricted Period shall enter into a lock-up agreement substantially in the form of Exhibit A

hereto for the balance of the Restricted Period.

(l) The

Company will use its best efforts to effect and maintain the listing of the Shares on the Nasdaq Global Market.

8. Covenants

of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter that it will deliver to each Underwriter (or

its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form

W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.

9. Expenses.

Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Sellers agree

to pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: (i) the

fees, disbursements and expenses of the Company’s counsel, the Company’s accountants and counsel for the Selling Stockholders

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 7(h) hereof, including filing

fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection

with the Blue Sky or Legal Investment memorandum, (iv) the reasonable fees and disbursements of counsel to the Underwriters incurred in

connection with any matters related to the Financial Industry Regulatory Authority with respect to the offering of the Shares in an aggregate

amount, together with the reasonable fees and disbursements of counsel for the Underwriters in clause (iii), not to exceed $10,000, (v)

all costs and expenses incident to listing the Shares on the Nasdaq Global Market, (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 the cost of any aircraft chartered in connection with the road show; (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 provided in this Section, Section 11

and the last paragraph of Section 13, 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.

The provisions of this Section shall not supersede

or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves.

10. 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.

11. 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 and their respective directors, officers and employees from and against any and all losses, claims,

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

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

fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any

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

that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined

in Rule 433(h) under the Securities Act (a “road show”), the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters

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

therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise

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

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

expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representative

consists of the information described as such in paragraph (c) below.

(b) Each

Selling Stockholder 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) caused by any

untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any

preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined

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

433(d) under the Securities Act, any road show or the Prospectus or any amendment or supplement thereto, or 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, but only with reference to Selling Stockholder Information. The liability of

each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the net proceeds

received by such Selling Stockholder from the sale of the Shares sold by such Selling Stockholder under this Agreement.

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

Statement, the Selling Stockholders, 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 to the same extent as the foregoing indemnity from the Company to such Underwriter,

but only with reference to 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, it being understood and agreed that the only

such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter:

(i) the concession per share in the paragraph relating to concessions and reallowances to dealers, (ii) the first, second, fifth, sixth

and ninth sentences of the paragraph relating to stabilization, short positions and penalty bids and (iii) the paragraph relating to electronic

distribution of prospectuses, in each case under the caption “Underwriting” (the “Underwriter Information”).

(d) In

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

may be sought pursuant to Section 11(a), 11(b) or 11(c), such person (the “indemnified party”) shall promptly

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

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

party and any others the indemnifying party may designate in such proceeding and shall pay the 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 the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties

and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representative,

in the case of parties indemnified pursuant to Section 11(a), and by the Company, in the case of parties indemnified pursuant to

Section 11(c). 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, the indemnifying party agrees to indemnify the indemnified party from

and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an

indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated

by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding

effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party

of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request

prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect

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

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

party from all liability on claims that are the subject matter of such proceeding, does not include a statement as to, or an admission

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

(e) To

the extent the indemnification provided for in Section 11(a), 11(b) or 11(c) is unavailable to an indemnified party or insufficient

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

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

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

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 11(e)(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 11(e)(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 Sellers 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 each Seller 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 Sellers 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 Sellers 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 11 are several in proportion to the respective number of Shares they have purchased hereunder, and not joint. The

liability of each Selling Stockholder under the contribution provisions contained in this paragraph shall be limited to an amount equal

to the net proceeds received by such Selling Stockholder from the sale of the Shares sold by such Selling Stockholder under this Agreement.

(f) The

Sellers and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 11 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 11(e). The amount paid or payable by an indemnified

party as a result of the losses, claims, damages and liabilities referred to in Section 11(e) shall be deemed to include, subject

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

or defending any such action or claim. Notwithstanding the provisions of this Section 11, 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 11 are not exclusive and shall not limit any rights or remedies which may otherwise be available

to any indemnified party at law or in equity.

(g) The

indemnity and contribution provisions contained in this Section 11 and the representations, warranties and other statements of the

Company and the Selling Stockholders 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, any Selling Stockholder or any person controlling any Selling Stockholder 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.

12. 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, the NYSE American 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.

13. 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 II

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 13 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, the Company and the Selling Stockholders 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 or the Selling Stockholders. In any such case either the Representative or the

relevant Sellers 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 any Seller to comply with the terms or to fulfill any of the conditions

of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse

the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket

expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement

or the offering contemplated hereunder. If this Agreement is terminated pursuant to Section 10 by reason of the default of one or more

Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

14. 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

Selling Stockholders, on the one hand, and the Underwriters, on the other, 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.

15. Recognition

of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding

under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under

this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this

Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In

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

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

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

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

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.

16. Counterparts;

Electronic Signatures. 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 covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic

Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered

shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

17. Applicable

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

18. 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.

19. Notices.

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

or sent to Morgan Stanley at 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal

and Compliance Division; if to the Company shall be delivered, mailed or sent to 55 Charles Lindbergh Boulevard, Mitchel Field, New York

11553, Attention: Steven L. Bernstein, or email: steven.bernstein@freqelec.com and if to the Selling Stockholders shall be delivered,

mailed or sent to 116 Radio Circle, Suite 202, Mount Kisco, New York 10549, Attention: Jonathan Brolin, or email: jbrolin@edenbrookcap.com.

Very truly yours,

FREQUENCY ELECTRONICS, INC.

By:

/s/ Steven Bernstein

Name:

Steven Bernstein

Title:

Chief Financial Officer

[Signature Page to Underwriting Agreement]

SELLING STOCKHOLDERS:

Edenbrook Value Fund, LP

By:

/s/ Jonathan Brolin

Name:

Jonathan Brolin

Title:

Managing Member

Edenbrook Long Only Value Fund, LP

By:

/s/ Jonathan Brolin

Name:

Jonathan Brolin

Title:

Managing Member

[Signature Page to Underwriting Agreement]

Accepted as of the date hereof

Morgan Stanley & Co. LLC

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

By:

Morgan Stanley & Co. LLC

By:

/s/ Michael Sawka

Name:

Michael Sawka

Title:

Vice President

[Signature Page to Underwriting Agreement]

Schedule I

Selling Stockholders

Number of

Firm

Shares To

Be Sold

Edenbrook Value Fund, LP

97,826

Edenbrook Long Only Value Fund, LP

554,348

Total:

652,174

I-1

Schedule iI

Underwriter

Number of

Firm

Shares To

Be Purchased

Morgan Stanley & Co. LLC

1,391,305

Craig-Hallum Capital Group LLC

347,826

Total:

1,739,131

II-1

Schedule iII

Time of Sale Prospectus

1. Preliminary Prospectus dated July 28, 2026

2. Pricing information orally communicated by the Underwriters

a. Public Offering Price of the Shares: $57.50 per share

b. Number of Firm Shares to be purchased by the Underwriters:

1,739,131 (1,086,957 to be purchased from the Company, and 652,174 to be purchased from the Selling Stockholders)

c. Number of Additional Shares that may be purchased from the

Company by the Underwriters: up to 260,869

III-1

EXHIBIT A

FORM OF LOCK-UP AGREEMENT

[________], 2026

Morgan Stanley & Co. LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Ladies and Gentlemen:

The undersigned understands that Morgan Stanley

& Co. LLC (“Morgan Stanley”), as Representative of the several underwriters (the “Representative”),

proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Frequency Electronics, Inc., a

Delaware corporation (the “Company”), Edenbrook Long Only Value Fund, LP, a Delaware limited partnership, and Edenbrook

Value Fund, LP, a New York limited partnership, providing for the public offering (the “Public Offering”) by the several

Underwriters named therein, including the representative (the “Underwriters”), of shares (the “Shares”)

of the common stock, par value $1.00 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 Morgan Stanley on behalf of the Underwriters, the undersigned will not, and will not publicly disclose an intention

to, during the period commencing on the date hereof and ending immediately after the close of the Trading Day occurring on the 60th

day after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “60th

Day”) or, if the 60th Day is not a Trading Day, ending immediately after the close of the last Trading Day immediately

preceding the 60th Day (such period of time between the date hereof and, as the case may be, the 60th Day or the

last Trading Day immediately preceding the 60th Day, referred to herein as 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 owned or hereafter

acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without

limitation, Common Stock or such other securities which may be deemed to be beneficially owned (as such term is used in Rule 13d-3 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and securities which may be issued upon exercise

of a stock option or warrant by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common

Stock or (2) enter into any hedging, swap, loan or other arrangement (including, without limitation, any short sale or the purchase

or sale of, or entry into, any put or call option, or combination thereof, forward or any other derivative transaction or instrument,

however described or defined) that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences

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

of Common Stock or such other securities, in cash or otherwise. The undersigned acknowledges and agrees that the foregoing precludes the

undersigned from engaging in any hedging or other transactions designed or intended, or which could reasonably be expected to lead to

or result in, a sale or disposition of any Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock,

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

For purposes of this agreement, a “Trading Day” is a day on which the Nasdaq Global Market is open for the buying and

selling of securities.

The foregoing shall not apply to the following,

provided that in the case of any transfer or distribution pursuant to clauses (b) and (c) below, (A) each donee, devisee, trustee,

distributee or transferee, as the case may be, shall sign and deliver a lock-up agreement substantially in the form of this agreement

for the balance of the Restricted Period, (B) any such transfer shall not involve a disposition for value, (C) no filing under Section

16(a) of the Exchange Act on Form 4 or Form 5 shall be required (or, in the case of sub-clause (b)(i) – (iv), any filing, if required,

shall indicate in the footnotes thereto that such filing relates to circumstances described in the relevant sub-clause) and (D) the undersigned

does not otherwise voluntarily effect any public filing or report regarding such transfers:

(a) transactions relating to shares of Common Stock

or other securities acquired in 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 voluntarily made during the Restricted Period,

A-1

(b) transfers, dispositions or distributions of

shares of Common Stock or any security convertible into Common Stock as: (i) a bona fide gift, including, without limitation, to a charitable

organization or educational institution, or for bona fide estate planning purposes, (ii) by will, testamentary document or intestacy,

(iii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,

(iv) pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned, (v) to any corporation, partnership,

limited liability company or other entity of which the undersigned or the immediate family of the undersigned (as defined in FINRA Rule

5130(i)(5)) are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (vi) to any nominee or

custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (v) above, (vii) to any

member of the undersigned’s immediate family or to any trust, partnership, limited liability company or other entity for the direct

or indirect benefit of the undersigned and/or any member of the undersigned’s immediate family, or if the undersigned is a trust,

to a trustor or beneficiary of the trust or to the estate of the beneficiary of such trust or (viii) to the Company upon the undersigned’s

death, disability or termination of employment or other service relationship with the Company; provided that such Common Stock

was issued to the undersigned pursuant to an agreement or equity award granted pursuant to an employee benefit plan, option, warrant or

other right disclosed in the Prospectus,

of shares of Common Stock or any security convertible into Common Stock to: (i) another corporation, partnership, limited liability company

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 with

the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its

general partner or a successor partnership or fund, or any other funds managed by such partnership), or (ii) as part of a distribution

to limited partners, limited liability company members or stockholders of the undersigned or holders of similar equity interests in the

undersigned,

(d) facilitating the establishment of a trading

plan on behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of

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

and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf

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

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

(e) securities transferred to the Company (including

the forfeiture of shares of Common Stock to the Company) pursuant to the vesting, settlement or exercise of restricted stock units, restricted

stock, options, warrants or other rights to purchase Common Stock (including, in each case, by way of “net” or “cashless”

exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement or exercise

of such restricted stock units, restricted stock, options, warrants or rights, provided that (1) any such Common Stock received

by the undersigned upon such exercise, vesting or settlement shall be subject to the terms of this agreement; (2) any filing under the

Exchange Act required to be made during the Restricted Period shall indicate in the footnotes thereto that the filing relates to circumstances

described in this clause; (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers;

and (4) any such restricted stock units, restricted stock, options, warrants or rights are held by the undersigned pursuant to an agreement

or equity award granted under a stock incentive plan or other equity award plan, each of which is disclosed in the Prospectus, or

(f) shares of Common Stock transferred pursuant

to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of Common Stock that has

been approved by the Company’s board of directors, which results in any person or group of persons becoming the beneficial owners

(as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of the outstanding voting securities of the Company (or the surviving

entity); provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the

Common Stock shall remain subject to the provisions of this agreement.

In addition, the undersigned agrees that, without

the prior written consent of Morgan Stanley on behalf of the Underwriters, the undersigned will not, during the Restricted Period, make

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

or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with

the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance

with the foregoing restrictions.

A-2

The undersigned hereby represents and warrants

that the undersigned has full power, capacity and authority to enter into this agreement. 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 representatives, successors

and assigns.

The undersigned acknowledges and agrees that the

Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned

with respect to the Public 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 you in connection with the Public

Offering, the Underwriters are not making a recommendation to you 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.

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.

The undersigned understands that, if (i) Morgan

Stanley, on the one hand, or the Company, on the other hand, informs the other in writing, prior to the execution of the Underwriting

Agreement, that it has determined not to proceed with the Public Offering, (ii) the Underwriting Agreement (other than the provisions

thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the securities to be sold thereunder,

or (iii) the Underwriting Agreement is not executed on or before September 15, 2026 (provided that the Company may, by written

notice to the undersigned prior to such date, extend such date for a period of up to an additional three months), then, in each case,

this agreement shall automatically, and without any action on the part of any other party, be of no further force and effect, and the

undersigned shall be automatically released from all obligations under this agreement.

This agreement shall be governed by and construed

in accordance with the laws of the State of New York.

This agreement may be executed in any number of

counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement.

Electronic signatures complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended

from time to time, or other applicable law will be deemed original signatures for purposes of this agreement. Transmission by telecopy,

electronic mail or other transmission method of an executed counterpart of this agreement will constitute due and sufficient delivery

of such counterpart.

A-3

Very truly yours,

[NAME OF STOCKHOLDER / OFFICER/ DIRECTOR]

By:

Name:

Title:

If not signing in an individual capacity:

______________________________

Name of Authorized Signatory (Print)

______________________________

Title of Authorized Signatory (Print)

(Indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity.

A-4

EXHIBIT B

LOCK-UP PARTIES

1. Dr. Thomas McClelland

2. Jonathan Brolin

3. Richard Schwartz

4. Russell Sarachek

5. Gen. Lance W. Lord

6. Steven L. Bernstein

7. Oleandro Mancini

8. Edenbrook Value Fund, LP

9. Edenbrook Long Only Value Fund, LP

B-1

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: feimex5-1.htm · Sequence: 3

Exhibit 5.1

July 30, 2026

Frequency Electronics,

Inc.

55 Charles Lindbergh

Blvd.

Mitchel Field, New York

11553

Frequency Electronics,

Inc.

Common Stock

Ladies and Gentlemen:

We have acted as special counsel to Frequency

Electronics, Inc., a Delaware corporation (the “Company”), in connection with (i) the Registration Statement on Form

S-3 (File No. 333-297549) (the “Registration Statement”), which was filed by the Company with the U.S. Securities

and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”),

in connection with the registration under the Securities Act of (a) up to $100,000,000 in aggregate offering price of the Company’s

common stock, par value $1.00 per share (the “Common Stock”), and certain of its other securities, that may be offered

and sold from time to time by the Company and (b) up to 1,000,000 shares of Common Stock that may be offered and sold from time to time

by certain selling stockholders, which Registration Statement was declared effective by the SEC on July 21, 2026, and (ii) the issuance

and sale by the Company of 1,086,957 shares of Common Stock (the “Company Shares”) and the sale by the selling stockholders

(the “Selling Stockholders”) named in the Prospectus Supplement (as defined below) of 652,174 shares, in each case,

pursuant to the Underwriting Agreement, dated as of July 28, 2026 (the “Underwriting Agreement”), by and among the

Company, the Selling Stockholders and Morgan Stanley & Co. LLC, as representative of the several underwriters named in Schedule II

thereto (the “Underwriters”), as described in the Company’s prospectus, dated July 21, 2026, included in the

Registration Statement (the “Base Prospectus”), and the final prospectus supplement, dated July 28, 2026 (the “Prospectus

Supplement” and, together with the Base Prospectus, the “Prospectus”). This opinion letter is being furnished

in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act.

Documents Reviewed

In connection with this opinion letter, we have

examined the following documents:

(a) the Registration Statement;

(b) the Base Prospectus;

(d) the Underwriting Agreement.

In addition, we have examined and relied upon the

following:

(i) a certificate from the Secretary of the Company certifying as

to (A) true and correct copies of the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”),

and the Amended and Restated By-Laws of the Company (together with the Certificate of Incorporation, the “Organizational Documents”)

and (B) the resolutions of the Company’s Board of Directors and pricing committee thereof

authorizing, among other things, the filing of the Registration Statement, the offering and sale of the Company Shares and the

execution and delivery of the Underwriting Agreement and the performance of its obligations thereunder (the “Authorizing Resolutions”);

(ii) a certificate, dated July 30, 2026, issued by the Secretary of

State of the State of Delaware, attesting to the corporate status of the Company in the State of Delaware (the “Delaware Certificate”);

and

(iii) originals, or copies identified to our satisfaction as being

true copies, of such other records, documents and instruments as we have deemed necessary for the purposes of this opinion letter.

“Applicable Law” means the Delaware

General Corporation Law (“DGCL”).

McGuireWoods LLP | www.mcguirewoods.com

Atlanta | Austin | Baltimore | Charlotte | Charlottesville

| San Francisco | Seattle | Tysons | Washington, D.C.

Assumptions Underlying

Our Opinions

For all purposes of the opinions expressed herein,

we have assumed, without independent investigation, the following:

(a) Factual

Matters. To the extent that we have reviewed and relied upon (i) certificates of the Company or authorized representatives thereof,

(ii) representations of the Company set forth in the Underwriting Agreement and (iii) certificates and assurances from public officials,

all of such certificates, representations and assurances are accurate and complete with regard to factual matters and all official records

(including filings with public authorities) are properly indexed and filed and are accurate and complete.

(b) Authentic

and Conforming Documents. All documents submitted to us as originals are authentic, complete and accurate, and all documents submitted

to us as copies conform to authentic original documents.

Legal Capacity. The signatures of individuals who have signed the Underwriting Agreement, or will sign any document required or permitted

to be delivered thereunder, are genuine. All individuals who have signed the Underwriting Agreement, or will sign any document required

or permitted to be delivered thereunder, have the legal capacity to execute the Underwriting Agreement or such other document.

(d) Underwriting

Agreement Binding. The Underwriting Agreement and the documents required or permitted to be delivered thereunder are valid and binding

obligations enforceable against the parties thereto in accordance with their terms.

(e) No

Mutual Mistake, Amendments, etc. There has not been any mutual mistake of fact, fraud, duress or undue influence in connection with

the offer and sale of the Company Shares contemplated by the Registration Statement and the Prospectus. There are no oral or written statements

or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms of the Underwriting Agreement.

Our Opinions

Based on and subject to the foregoing and the exclusions,

qualifications, limitations and other assumptions set forth in this opinion letter, we are of the opinion that:

1. Organizational

Status. The Company is a validly existing corporation under the laws of the State of Delaware

and is in good standing under such laws.

2. Validity

of Company Shares. The Company Shares are validly issued, fully paid and nonassessable.

Qualifications

and Limitations Applicable to Our Opinions

The opinions set forth above are limited to the

Applicable Law, and we do not express any opinion concerning any other law.

Miscellaneous

The foregoing opinions are being furnished only

for the purpose referred to in the first paragraph of this opinion letter. Our opinions are based on statutes, regulations and administrative

and judicial interpretations that are subject to change. This opinion letter is given as of the date hereof, and we undertake no responsibility

to update or supplement these opinions subsequent to the date hereof. Headings in this opinion letter are intended for convenience of

reference only and shall not affect its interpretation. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s

Current Report on Form 8-K being filed with the SEC on or about the date hereof, to the incorporation by reference of this opinion of

counsel into the Registration Statement and to references to us under the caption “Legal Matters” in the Registration Statement

and in the Prospectus Supplement relating to the Company Shares. In giving this consent,

we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and

regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ McGuireWoods LLP

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