Form 8-K
8-K — BEL FUSE INC /NJ
Accession: 0001213900-26-056732
Filed: 2026-05-14
Period: 2026-05-12
CIK: 0000729580
SIC: 3677 (ELECTRONIC COILS, TRANSFORMERS & OTHER INDUCTORS)
Item: Entry into a Material Definitive Agreement
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — ea0290047-8k_belfu.htm (Primary)
EX-1.1 — UNDERWRITING AGREEMENT, DATED MAY 13, 2026, BY AND AMONG BEL FUSE, INC., CITIGROUP GLOBAL MARKETS INC., BOFA SECURITIES, INC., AND WELLS FARGO SECURITIES, LLC (ea029004701ex1-1.htm)
EX-5.1 — OPINION OF LOWENSTEIN SANDLER LLP (ea029004701ex5-1.htm)
EX-99.1 — LAUNCH PRESS RELEASE DATED MAY 12, 2026, FURNISHED HEREWITH (ea029004701ex99-1.htm)
EX-99.2 — PRICING PRESS RELEASE DATED MAY 13, 2026, FURNISHED HEREWITH (ea029004701ex99-2.htm)
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GRAPHIC (ea029004701_ex5-1img2.jpg)
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8-K — CURRENT REPORT
8-K (Primary)
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2026-05-12
2026-05-12
0000729580
BELFA:ClassBCommonStock0.10ParValueMember
2026-05-12
2026-05-12
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
May 12, 2026
BEL FUSE INC.
(Exact Name of Registrant as Specified in its Charter)
New Jersey
000-11676
22-1463699
(State of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
300 Executive Drive, Suite 300, West Orange, New Jersey
07052
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:
(201) 432-0463
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Exchange on Which Registered
Class A Common Stock ($0.10 par value)
BELFA
Nasdaq Global Select Market
Class B Common Stock ($0.10 par value)
BELFB
Nasdaq Global Select 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
Follow-on Offering
On May 13, 2026, Bel Fuse, Inc. (the “Company” or “Bel”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., BofA Securities,
Inc. and Wells Fargo Securities, LLC as representatives (the “Representatives”) of the underwriters listed in Schedule I thereto
(the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 1,500,000 shares (the “Shares”)
of its Class B common stock, par value $0.10 per share (“Class B Common Stock”), at a price to the public of $266.00 per share
(the “Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, for a period
of 30 days after the date of the Prospectus Supplement (as defined below), to purchase up to an additional 225,000 shares of Common Stock
(the “Option Shares”) at the public offering price, less underwriting discounts and commissions.
Pursuant to the Underwriting
Agreement, the directors and certain executive officers of the Company entered into agreements providing for a 60-day “lock-up”
period with respect to sales of the Company’s securities, subject to certain exceptions.
The Company estimates
that the net proceeds from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses,
will be approximately $383.3 million. The Company intends to use the net proceeds from the Offering to pay down any outstanding
indebtedness under its Credit and Security Agreement, fund the remaining 20% acquisition of Enercon Technologies, Ltd., or other
acquisitions or partnership opportunities that may arise, and the remainder, if any, for general corporate purposes. The Company
expects the Offering to close on May 15, 2026, subject to the satisfaction of customary closing conditions.
The Company made certain customary representations, warranties and
covenants concerning the Company, the registration statement and the Prospectus Supplement in the Underwriting Agreement and also agreed
to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). The Offering is being made pursuant to a prospectus supplement, dated May 13, 2026 (the “Prospectus Supplement”),
filed with the Securities and Exchange Commission (“SEC”) on May 14, 2026 and an accompanying base prospectus that forms a
part of the registration statement on Form S-3ASR (File No. 333-295813), as amended, filed with the SEC on May 12, 2026, which was effective
upon filing with the SEC. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any
of the Shares or the Option Shares.
The foregoing description
of the Underwriting Agreement does not purport to be complete descriptions of the rights and obligations of the parties thereunder, and
is qualified in its entirety by reference to the full text of the Underwriting Agreement that is filed as Exhibit 1.1 to this Current
Report on Form 8-K, respectively, and is incorporated by reference herein. A copy of the opinion of Lowenstein Sandler LLP, relating to
the validity of the Shares and the Option Shares in connection with the Offering, is filed as Exhibit 5.1 to this Current Report on Form
8-K.
Item 8.01.
Other Events.
On May 12, 2026 and May 13, 2026, the Company
issued press releases announcing the launch and pricing of the Offering, which are attached hereto as Exhibits 99.1 and 99.2, respectively.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form
8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include,
but are not limited to, statements related to the amount of proceeds expected from the Offering, the timing and certainty of completion
of the Offering. The risks and uncertainties relating to the Company and the Offering include general market conditions, the Company’s
ability to complete the Offering on favorable terms, or at all, as well as other risks detailed from time to time in the Company’s
filings with the SEC, including in its Annual Report on Form 10-K for the year ended December 31, 2025 and in its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2026, and the Prospectus Supplement. These documents contain important factors that could cause
actual results to differ from current expectations and from the forward-looking statements contained in this Current Report on Form 8-K.
These forward-looking statements speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation
to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this Current Report
on Form 8-K.
1
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
Description
1.1
Underwriting Agreement, dated May 13, 2026, by and among Bel Fuse, Inc., Citigroup Global Markets Inc., BofA Securities, Inc., and Wells Fargo Securities, LLC
5.1
Opinion of Lowenstein Sandler LLP
23.1
Consent of Lowenstein Sandler LLP (contained in Exhibit 5.1)
99.1
Launch Press Release dated May 12, 2026, furnished herewith.
99.2
Pricing Press Release dated May 13, 2026, furnished herewith.
104
Cover Page Interactive Data File (embedded within the
Inline XBRL document).
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 14,
2026
BEL
FUSE INC.
(Registrant)
By:
/s/
Lynn Hutkin
Lynn Hutkin
Chief Financial Officer
3
EX-1.1 — UNDERWRITING AGREEMENT, DATED MAY 13, 2026, BY AND AMONG BEL FUSE, INC., CITIGROUP GLOBAL MARKETS INC., BOFA SECURITIES, INC., AND WELLS FARGO SECURITIES, LLC
EX-1.1
Filename: ea029004701ex1-1.htm · Sequence: 2
Exhibit 1.1
Execution Version
Bel Fuse Inc.
1,500,000 Shares
Class B Common Stock
($0.10 par value)
Underwriting Agreement
New York, New York
May 13, 2026
Citigroup Global Markets Inc.
BofA Securities, Inc.
Wells Fargo Securities, LLC
As Representatives of the several Underwriters
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
c/o BofA Securities, Inc.
One Bryant Park
New York, NY 10036
c/o Wells Fargo Securities, LLC
500 West 33rd Street, 14th Floor
New York, New York 10001
Ladies and Gentlemen:
Bel Fuse Inc., a New Jersey corporation (the “Company”),
proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”)
are acting as Representatives, an aggregate of 1,500,000 shares of Class B common stock, $0.10 par value (“Class B Common Stock”)
of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”).
The Company also proposes to grant to the Underwriters an option to purchase up to 225,000 additional shares of Class B Common Stock (the
“Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the
“Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives
as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural
as the context requires. The use of the neuter in this underwriting agreement (this “Agreement”) shall include the
feminine and masculine wherever appropriate.
As used in this Agreement,
the “Registration Statement” means the registration statement referred to in paragraph 1(a) hereof, including the exhibits,
schedules and financial statements and any prospectus supplement relating to the Securities that is filed with the Securities and Exchange
Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (the “Securities Act”) and deemed part of such registration statement pursuant to Rule 430B under
the Securities Act, as amended on each Effective Date, and, in the event any post-effective amendment thereto becomes effective prior
to the Closing Date (as defined in Section 3 hereof), shall also mean such registration statement as so amended; the “Effective
Date” means each date and time that the Registration Statement and any post-effective amendment or amendments thereto became
or becomes effective; the “Base Prospectus” means the base prospectus referred to in paragraph 1(a) hereof contained
in the Registration Statement at the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution
Time”); the “Preliminary Prospectus” means any preliminary prospectus supplement to the Base Prospectus referred
to in paragraph 1(a) hereof which is used prior to the filing of the Final Prospectus, together with the Base Prospectus; and the “Final
Prospectus” means the prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) under the
Securities Act (“Rule 424(b)”) after the Execution Time, together with the Base Prospectus.
Any reference herein to the
Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) on or before the Effective
Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the
case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect
to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and
include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of
the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference.
As used in this Agreement,
the “Disclosure Package” shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior
to the Execution Time, (iii) the pricing information set forth in Schedule II hereto (iv) any issuer free writing prospectus, as defined
in Rule 433 under the Securities Act (an “Issuer Free Writing Prospectus”), identified in Schedule III hereto and (v)
any other free writing prospectus, as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”), that
the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
1. Representations and
Warranties.
(i) The Company represents
and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.
(a) The Company meets the requirements for use of Form S-3 under the Securities
Act and has prepared and filed with the SEC an automatic shelf registration statement, as defined in Rule 405 under the Securities Act
(“Rule 405”) (File No. 333-295813) on Form S-3, including a related Base Prospectus, for the registration of the offering
and sale of the Securities under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to the
Execution Time, became effective upon filing. The Company may have filed with the SEC, as part of an amendment to the Registration Statement
or pursuant to Rule 424(b), preliminary prospectus supplements relating to the Securities, each of which has previously been furnished
to you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) after
the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules
thereunder and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects
in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such
specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the
Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time,
meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date of the Registration Statement
was not earlier than the date three years before the Execution Time.
(b) On each Effective Date,
the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as
defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “Settlement
Date”), the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements
of the Securities Act and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Execution Time and on the
Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing
pursuant to Rule 424(b) and on the Closing Date and any Settlement Date, the Final Prospectus (together with any supplement thereto) will
not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes
no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus
(or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of
any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement
thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information
described as such in Section 8 hereof.
2
(c) (i) The Disclosure Package
and the price to the public, the number of Underwritten Securities and the number of Option Securities to be included on the cover page
of the Final Prospectus, when taken together as a whole, and (ii) each electronic road show, when taken together as a whole with the Disclosure
Package and the price to the public, the number of Underwritten Securities and the number of Option Securities to be included on the cover
page of the Final Prospectus, does not contain any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence
does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished
to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8
hereof.
(d) (i) At the time of filing
the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3)
of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d)
of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for
this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (iv) at the
Execution Time (with such date being used as the determination date for purposes of this clause (iv)), the Company was or is (as the case
may be) a “well-known seasoned issuer” as defined in Rule 405. The Company agrees to pay the fees required by the SEC relating
to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules
456(b) and 457(r).
(e) (i) At the earliest
time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within
the meaning of Rule 164(h)(2)) under the Securities Act and (ii) as of the Execution Time (with such date being used as the determination
date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405 under the Securities
Act (“Rule 405”)), without taking account of any determination by the SEC pursuant to Rule 405 that it is not necessary
that the Company be considered an Ineligible Issuer.
(f) Each Issuer Free Writing
Prospectus does not include any information that conflicts with the information contained in the Registration Statement, including any
document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified.
The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity
with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use
therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information
described as such in Section 8 hereof.
(g) The interactive data
in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly
presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines
applicable thereto.
(h) Each of the Company and
its subsidiaries has been duly incorporated or organized, as applicable, and is validly existing as a corporation or limited liability
company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered or organized, as applicable, with
full corporate or limited liability company, as applicable, power and authority to own or lease, as the case may be, and to operate its
properties and conduct its business as described in the Disclosure Package and the Final Prospectus, and is duly qualified to do business
as a foreign corporation or limited liability company, as applicable. Each of the Company and its subsidiaries is in good standing under
the laws of each jurisdiction which requires such qualification, except where the failure to so qualify or be in good standing would not
reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(i) All the outstanding shares
of capital stock or membership interests, as applicable, of each subsidiary of the Company have been duly and validly authorized and issued
and are fully paid and non-assessable (to the extent applicable under the relevant jurisdiction of incorporation or organization), and,
except as otherwise set forth in the Disclosure Package and the Final Prospectus, all outstanding shares of capital stock or membership
interests, as applicable, of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear
of any perfected security interest or any other security interests, claims, liens or encumbrances.
3
(j) There is no franchise,
contract or other document of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as
an exhibit thereto, which is not described or filed as required (and the Preliminary Prospectus contains in all material respects the
same description of the foregoing matters contained in the Final Prospectus); and the statements in the Registration Statement under the
heading “Description of Capital Stock” and in the Preliminary Prospectus and the Final Prospectus under the heading “Material
U.S. Federal Income Tax Consequences for Investors in Common Stock”, insofar as such statements summarize legal matters, agreements,
documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings
in all material respects.
(k) This Agreement has been
duly authorized, executed and delivered by the Company.
(l) The Company is not and,
after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure
Package and the Final Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as
amended.
(m) No consent, approval,
authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated
herein, except such as have been obtained under the Securities Act and such as may be required under the blue sky laws of any jurisdiction
in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Disclosure
Package and the Final Prospectus.
(n) None of the issue and
sale of the Securities, the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof
will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of
the Company or any of its subsidiaries pursuant to, (i) the charter, by-laws or other organizational documents of the Company or any of
its subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement,
obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their
property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries
of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company
or any of its subsidiaries or any of its or their properties, except in the case of clauses (ii) and (iii), for any such breach, violation
or imposition as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(o) No holders of securities
of the Company have rights to the registration of such securities under the Registration Statement and the holders of outstanding capital
stock of the Company are not entitled to statutory preemptive or other similar contractual rights to subscribe for the Securities.
(p) The consolidated historical
financial statements and schedules of the Company and its consolidated subsidiaries included in the Preliminary Prospectus, the Final
Prospectus and the Registration Statement present fairly in all material respects the financial condition, results of operations and cash
flows of the Company as of the dates and for the periods indicated, comply as to form in all material respects with the applicable accounting
requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent
basis throughout the periods involved (except as otherwise noted therein).
(q) No action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or
its or their property is pending or, to the knowledge of the Company, threatened that (i) would reasonably be expected to have a material
adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) would reasonably
be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of
the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material
Adverse Effect”), except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any
amendment or supplement thereto).
(r) Each of the Company and
each of its subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.
(s) The Company and its subsidiaries
have good and marketable title in fee simple to all real property owned by any of them and good title to all other properties and assets
owned by any of them, in each case, free and clear of all mortgages, pledges, claims, liens, security interests, restrictions or encumbrances
of any kind except such as (a) are not, individually or in the aggregate, material to the Company and its subsidiaries taken as a whole,
are not required to be disclosed in the Disclosure Package or the Final Prospectus, do not, individually or in the aggregate, materially
affect the value of such property and do not interfere with the use made of such property by the Company or any of its subsidiaries, or
(b) would not, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of its subsidiaries has
received any notice from any federal, state, county or municipal government of plans to exercise any power of eminent domain affecting
any real property owned by any of them.
4
(t) All real property, buildings
and other improvements, and all equipment and other property held under lease or sublease by the Company or any of its subsidiaries is
held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases
relating to real property, buildings or other improvements, such exceptions as are not material and do not interfere with the use made
or proposed to be made of such property and buildings or other improvements by the Company and its subsidiaries, and all such leases and
subleases are in full force and effect; and neither the Company nor any of its subsidiaries has received any notice of any claim of any
sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases
mentioned above or affecting or questioning the rights of the Company or any of its subsidiaries to the continued possession of the leased
or subleased premises or to the continued use of the leased or subleased equipment or other property except for such claims of which,
if successfully asserted against the Company or any of its subsidiaries, would not, individually or in the aggregate, result in a Material
Adverse Effect.
(u) Neither the Company nor
any subsidiary is in violation or default of (i) any provision of its charter, bylaws or other organizational documents, (ii) the terms
of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition,
covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation,
judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except in the case of clauses (ii) and (iii),
for any such violation or default as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(v) Grant Thornton LLP, who
have certified certain financial statements of the Company and its consolidated subsidiaries and delivered their report with respect to
the audited consolidated financial statements and schedules included in the Disclosure Package and the Final Prospectus, and Deloitte
LLP are independent public accountants with respect to the Company within the meaning of the Securities Act and the applicable published
rules and regulations thereunder.
(w) There are no transfer
taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be
paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Company of the Securities.
(x) The Company and each
of its subsidiaries have filed all tax returns that are required to be filed or have requested extensions thereof (except in any case
in which the failure so to file would not have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package
and the Final Prospectus (exclusive of any amendment or supplement thereto)) and have paid all taxes required to be paid by it and any
other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment,
fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect, except as set forth in
or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto). No labor problem
or dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is threatened or imminent,
and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries’ principal
suppliers, contractors or customers except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive
of any amendment or supplement thereto).
(y) 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
the Company reasonably believes are prudent and customary in the businesses in which they are engaged; all policies of insurance insuring
the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and
effect; the Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and
there are no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is
denying liability or defending under a reservation of rights clause; neither the Company nor any such subsidiary has been refused any
insurance coverage sought or applied for; and neither the Company nor any such subsidiary has any reason to believe that it will not be
able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as
may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect, except as
set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).
5
(z) No subsidiary of the
Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject,
from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or membership interests,
as applicable, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such
subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by
the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).
(aa) The Company and its
subsidiaries possess all licenses, certificates, permits and other authorizations issued by all applicable authorities necessary to conduct
their respective businesses (collectively, “Permits”), except where the failure to possess any such license, certificate,
permit or other authorization would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such
subsidiary has received any notice of proceedings relating to the revocation or modification of any such Permit which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in
or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto). Except as would
not, individually or in the aggregate, have a Material Adverse Effect, neither the Company nor any of its subsidiaries is in violation
or default of any Permit, or has any reason to believe that any such Permit will not be renewed in the ordinary course and all Permits
are valid and in full force.
(bb) The Company and its
subsidiaries, taken as a whole, 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. generally accepted accounting principles and to maintain
asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences; and (v) the interactive data in XBRL included or incorporated by reference in the Registration Statement,
the Preliminary Prospectus and the Final Prospectus is in compliance with the SEC’s published rules, regulations and guidelines
applicable thereto. Other than as set forth in the Disclosure Package and the Final Prospectus, the Company and its subsidiaries’
internal controls over financial reporting are effective and the Company and its subsidiaries are not aware of any material weakness in
their internal controls over financial reporting.
(cc) The Company and its
subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act);
other than as set forth in the Disclosure Package and the Final Prospectus, such disclosure controls and procedures are effective.
(dd) The Company has not
taken, directly or indirectly (without giving effect to the activities of the Underwriters), any action designed to or that would constitute
or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the Securities.
(ee) The Company and its
subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the
protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental
Laws”), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability under
any environmental law, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other
approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated
in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto). Except as set forth in the Disclosure
Package and the Final Prospectus, neither the Company nor any of the subsidiaries has been named as a “potentially responsible party”
under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.
6
(ff) In the ordinary course
of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company
and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation,
any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit,
license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of
such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have
a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any
amendment or supplement thereto).
(gg) None of the following
events has occurred or exists: (i) a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of
the United States Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder
(“ERISA”) with respect to a Plan, determined without regard to any waiver of such obligations or extension of any amortization
period; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation
or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation of employees
by any of the Company or any of its subsidiaries that could have a Material Adverse Effect; or (iii) any breach of any contractual obligation,
or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Company
or any of its subsidiaries that could have a Material Adverse Effect. None of the following events has occurred or is reasonably likely
to occur: (i) a material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year
of the Company and its subsidiaries compared to the amount of such contributions made in the most recently completed fiscal year of the
Company and its subsidiaries; (ii) a material increase in the “accumulated post-retirement benefit obligations” (within the
meaning of Statement of Accounting Standards Codification No. 715 or subsequent recodification thereof, as applicable) of the Company
and its subsidiaries compared to the amount of such obligations in the most recently completed fiscal year of the Company and its subsidiaries;
(iii) any event or condition giving rise to a liability under Title IV of ERISA that could have a Material Adverse Effect; or (iv) the
filing of a claim that could result in material liability by one or more employees or former employees of the Company or any of its subsidiaries
related to their employment that could have a Material Adverse Effect. For purposes of this paragraph, the term “Plan”
means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which the Company or any of its
subsidiaries may have any direct or contingent liability.
(hh) There is and has been
no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with
any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection thereunder (the “Sarbanes-Oxley
Act”), including Section 402 relating to loans and Sections 302 and 906 relating to certifications.
(ii) Neither the Company
nor any of its subsidiaries, or any director, officer, or employee, nor, to the knowledge of the Company, any agent, affiliate or other
person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, (i) directly or indirectly, that
could result in a violation or a sanction for violation by such persons of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery
Act 2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder (collectively,
the “Anti-Corruption Laws”) or (ii) in furtherance of an offer, payment, promise to pay, or authorization or approval
of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official
(including any officer or employee of a government or government-owned or controlled entity or of a public international organization,
or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate
for political office) in order to influence official action, or to any person in violation of any applicable anti-corruption laws. The
Company and its subsidiaries have instituted and maintain policies and procedures to ensure compliance with applicable anti-corruption
laws. No part of the proceeds of the offering will be used, directly or indirectly, in violation of the Anti-Corruption Laws, each as
may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.
(jj) The operations of the
Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting
requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”)
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
7
(kk) Neither the Company,
any of its subsidiaries, or any of their officers or directors, nor, to the knowledge of the Company, any employee, agent or affiliate
of the Company or any of its subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of,
one or more individuals or entities that are currently the target of any sanctions administered or enforced by the United States (including
any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State
or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a
member state of the European Union (including sanctions administered or enforced by His Majesty’s Treasury of the United Kingdom)
or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons”
and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that
is, or whose government is, the target of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran,
North Korea, the Crimea, Kherson and Zaporizhzhia regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk
People’s Republic, and Syria (with respect to Syria only until July 1, 2025)) (collectively, “Sanctioned Countries”
and each, a “Sanctioned Country”) or (iii) will, directly or indirectly, use the proceeds of this offering, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity to fund or
facilitate any activities or business of or with any Sanctioned Person or in any Sanctioned Country, or otherwise in any manner that would
result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including
any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise).
(ll) Neither the Company
nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in
a Sanctioned Country, since April 24, 2019, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions
with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.
(mm) Neither the Company,
nor any of its subsidiaries is a “covered foreign person” as that term is used in the Outbound Investment Rules. Neither the
Company nor any of its subsidiaries currently engages, or has any present intention to engage in the future, directly or indirectly, in
a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules,
any activity or transaction that would constitute a “covered activity” or a “covered transaction”, as each such
term is defined in the Outbound Investment Rules, if the Company were a U.S. Person or any other activity that would cause the Underwriters
to be in violation of the Outbound Investment Rules or cause the Underwriters to be legally prohibited by the Outbound Investment Rules
from performing under this Agreement. For the purpose of this Agreement, “Outbound Investment Rules” means the regulations
administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive
Order 14105 of August 9, 2023, or any similar law or regulation as of the date of this Agreement, and as codified at 31 C.F.R. §850.202
et seq.
(nn) The Company and its
subsidiaries own, possess, license or otherwise have the right to use, on reasonable terms, all patents, patent applications, trademarks
and service marks, trademark and service mark registrations, trade names, copyrights, inventions, trade secrets, technology, know-how
and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the Company’s
business as now conducted and as proposed in the Disclosure Package and Prospectus to be conducted. Except as set forth in the Disclosure
Package and the Final Prospectus under the caption “Business—Intellectual Property,” (a) there are no rights of third
parties in or to any such Intellectual Property that is owned or purported to be owned by the Company or its subsidiaries (other than
non-exclusive licenses granted by the Company or its subsidiaries to customers in the ordinary course of business); (b) there is no material
infringement, misappropriation or other violation by third parties of any such Intellectual Property; (c) there is no pending or, to the
knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’
rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such
claim; (d) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging
the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for
any such claim; (e) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that
the Company infringes, misappropriates or otherwise violates any Intellectual Property of others, and the Company is unaware of any fact
which would form a reasonable basis for any such claim; (f) there is no U.S. patent or published U.S. patent application which contains
claims that dominate or may dominate any Intellectual Property described in the Disclosure Package and the Final Prospectus as being owned
by or licensed to the Company or its subsidiaries or that interferes with the issued or pending claims of any such Intellectual Property;
(g) there is no prior art of which the Company is aware that may render any U.S. patent owned or otherwise held by the Company or its
subsidiaries invalid or any U.S. patent application owned or held by the Company or its subsidiaries un-patentable which has not been
disclosed to the U.S. Patent and Trademark Office; (h) the Company and its subsidiaries have used commercially reasonable efforts to maintain
the confidentiality of all trade secrets and material confidential information owned or held by the Company or its subsidiaries; (i) there
are no settlements, covenants not to sue, consents, judgments, or orders or similar obligations that restrict the rights of the Company
or its subsidiaries to use and otherwise exploit any such Intellectual Property in any manner; and (j) the information technology systems
owned or used by the Company and its subsidiaries (“Company IT Systems”) are sufficient for the operation of the Company’s
business as now conducted and as proposed in the Disclosure Package and Prospectus to be conducted.
8
(oo) The statements incorporated
by reference in the Preliminary Prospectus and the Final Prospectus from the Company’s Annual Report on Form 10-K for the year ended
December 31, 2025 under the captions “Risk Factors—Legal, Tax and Regulatory Risks” and “Business,” insofar
as such statements summarize legal matters, agreements, documents, or proceedings discussed therein, are accurate and fair summaries of
such legal matters, agreements, documents or proceedings in all material respects.
(pp) Except as would not
reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, (i) the Company and its subsidiaries use
and have used any and all software and other materials distributed under a “free,” “open source,” or similar licensing
model (“Open Source Software”) in compliance with all license terms applicable to such Open Source Software; and (ii)
neither the Company nor any of its subsidiaries uses or distributes or has used or distributed any Open Source Software in any manner
that requires or has required (A) the Company or any of its subsidiaries to permit reverse engineering of any software code or other technology
owned by the Company or any of its subsidiaries or (B) any software code or other technology owned by the Company or any of its subsidiaries
to be (1) disclosed or distributed in source code form, (2) licensed for the purpose of making derivative works or (3) distributed at
no charge.
(qq) (i) The Company and
each of its subsidiaries have complied and are presently in compliance, each in all material respects, with all internal and external
privacy policies, contractual obligations, industry standards, applicable laws, statutes, judgments, orders, rules and regulations of
any court or arbitrator or other governmental or regulatory authority and any other legal obligations, in each case, relating to the collection,
use, transfer, import, export, storage, protection, disposal disclosure or other processing by the Company or any of its subsidiaries
of personal, personally identifiable, household, sensitive, confidential or regulated data or information (“Data Security Obligations”,
and such data, “Data”); (ii) the Company has not received any notification of or complaint regarding, and is unaware
of any other facts that, individually or in the aggregate, would reasonably indicate, non-compliance with any Data Security Obligation;
and (iii) there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or to the Company’s
knowledge, threatened relating to any Breach (as defined below) and/or alleging non-compliance with any Data Security Obligation.
(rr) The Company and each
of its subsidiaries have implemented and maintained commercially reasonable technical and organizational measures to protect the Company
IT 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 to protect against and prevent a breach,
unauthorized, unlawful or accidental destruction, distribution, use, access, disablement, modification of, or any loss, misappropriation,
compromise, and/or misuse of, or relating to any Company IT Systems or Data used in connection with the operation of the Company’s
and its subsidiaries’ businesses (“Breach”). There has been no material Breach, and the Company and its subsidiaries
have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any such Breach.
(ss) (i) The Company and
each of its subsidiaries has complied in all material respects with all terms and conditions of each contract with the United States Government
or where the United States Government is the end customer (each a “Government Contract”), including all clauses, provisions
and requirements incorporated expressly by reference or by operation of law therein; (ii) the Company and each of its subsidiaries has
complied in all material respects with all requirements of applicable laws, regulations and requirements pertaining to each Government
Contract; (iii) all representations and certifications executed, acknowledged or set forth in a Government Contract or pertaining to each
proposal, bid, or quote for a Government Contract were complete and correct as of their effective date, and the Company or the relevant
subsidiary has complied with all such representations and certifications, in each case in all material respects; (iv) neither the United
States Government nor any prime contractor, subcontractor or other person has notified the Company or any subsidiaries in writing that
the Company or any of its subsidiaries has breached or violated any law, regulation, certification, representation, clause, provision
or requirement pertaining to any Government Contract; (v) neither the Company nor any of its subsidiaries nor, to the knowledge of the
Company, any of the Company’s directors, officers or employees is (or during the last five (5) years has been) under administrative,
civil or criminal investigation, or indictment with respect to any alleged irregularity, misstatement or omission arising under or relating
to any Government Contract; (vi) neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any of their respective
Principals (as defined in 48 C.F.R. § 2.101) is suspended or debarred, or has been proposed for suspension or debarment, from doing
business with the United States Government; (vii) neither the Company nor any its subsidiaries has received written notice of the termination
for default, or, to the knowledge of the Company, the intention or show cause to terminate for default or the intention to terminate for
convenience of, any Government Contract; (viii) during the last five (5) years, the Company has not conducted or initiated any internal
investigation or made any voluntary or mandatory disclosure to any governmental or quasi-governmental entity with respect to any alleged
irregularity, misstatement, omission, noncompliance, civil violation, or criminal violation arising under or relating to any Government
Contract; (ix) during the last five years, there have not been any claims or requests for equitable adjustment by the Company or any subsidiary
of the Company relating to any Government Contract in excess of $1,000,000; and (x) there are no outstanding claims, lawsuits or other
legal actions against the Company or any subsidiary arising under or relating to any Government Contract.
9
(tt) The Company and subsidiaries
maintain and possess facility clearances granted pursuant to the National Industrial Security Program Operating Manual (32 C.F.R. Part
117) by either the Department of Defense or such other U.S. government agencies to perform certain Government Contracts and as otherwise
reasonably necessary for the continued conduct of the Company’s business, in substantially the same manner as conducted as of the
date hereof. The Company and its subsidiaries employ sufficient employees with personal security clearances to perform its Government
Contracts and as otherwise reasonably necessary for the continued conduct of the Company’s business, in substantially the same manner
as conducted as of the date hereof and as described in the Time of Sale Prospectus. None of the Company, any subsidiary of the Company
or, to the knowledge of the Company, any employees holding personal security clearances have violated in any material respect any law
or regulation governing the safeguarding of classified information.
(uu) As of the date hereof,
to the knowledge of the Company: (i) neither the Company nor any of its subsidiaries is a “covered foreign person,” as that
term is defined in 31 C.F.R. § 850.209; and (ii) neither the Company nor any of its subsidiaries currently engage, or have plans
to engage, in a “covered activity,” as that term is defined in 31 C.F.R. § 850.208.
(vv) The Company does not
have any debt securities that are rated by any “nationally recognized statistical rating organization” (as defined for purposes
of Rule 3(a)(62) under the Exchange Act).
(ww) The Company does not
hold “plan assets” for purposes of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)
or otherwise constitute a “benefit plan investor,” within the meaning of Section 3(42) of ERISA and/or 29 C.F.R. Section 2510.3-101,
a “governmental plan,” within the meaning of Section 3(32) of ERISA, or a plan, account or other arrangement that is subject
to any law, rule or regulation that is similar to Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended.
(xx) The subsidiaries listed
on Annex A attached hereto are the only significant subsidiaries of the Company as defined by Rule 1-02 of Regulation S-X.
Any certificate signed by
any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the
Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
2. Purchase and Sale.
(a) Subject to the terms and conditions and in reliance upon the representations
and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly,
to purchase from the Company, at a purchase price of $256.025 per share, the amount of the Underwritten Securities set forth opposite
such Underwriter’s name in Schedule I hereto.
(b) Subject to the terms and conditions and in reliance upon the representations
and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly,
up to 225,000 Option Securities at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities, less
an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not
payable on the Option Securities. Said option may be exercised in whole or in part at any time on or before the 30th day after the date
of the Final Prospectus upon written or telegraphic notice by the Representatives to the Company setting forth the number of shares of
the Option Securities as to which the several Underwriters are exercising the option and the Settlement Date. The number of Option Securities
to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased
by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as you in your
absolute discretion shall make to eliminate any fractional shares.
10
3. Delivery and Payment.
Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof
shall have been exercised on or before the Business Day immediately preceding the Closing Date) shall be made at 10:00 AM, New York City
time, on May 15, 2026, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives
shall designate, which date and time may be postponed by the Representatives and the Company or as provided in Section 9 hereof (such
date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein,
“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions
or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives
for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the
purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the
Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust
Company unless the Representatives shall otherwise instruct.
If the option provided for
in Section 2(b) hereof is exercised after the Business Day immediately preceding the Closing Date, the Company will deliver the Option
Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified
by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several
Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order
of the Company hereto by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option
Securities occurs after the Closing Date, the Company will deliver to the Representatives on the Settlement Date for the Option Securities,
and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions,
certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section
6 hereof.
4. Offering by Underwriters.
It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Final Prospectus.
5. Agreements.
(i) The Company agrees with
the several Underwriters that:
(a) Prior to the termination
of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the
Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company has furnished you a copy for your review prior
to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Company will cause the Final
Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the SEC pursuant
to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives
of such timely filing. The Company will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto,
shall have been filed (if required) with the SEC pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Securities,
any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the SEC or its staff for
any amendment of the Registration Statement or for any supplement to the Final Prospectus or for any additional information, (iv) of the
issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use
or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect
to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding
for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension
or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as
possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment
to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement
declared effective as soon as practicable.
(b) If, at any time prior
to the filing of the Final Prospectus pursuant to Rule 424(b) , any event occurs as a result of which the Disclosure Package would include
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light
of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly
the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement
the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as
you may reasonably request.
11
(c) If, at any time when
a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement
may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light
of the circumstances under which they were made or the circumstances then prevailing not misleading, or if it shall be necessary to amend
the Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with the Securities Act or
the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Company
promptly will (i) notify the Representatives of any such event, (ii) prepare and file with the SEC, subject to the second sentence of
paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission
or effect such compliance, (iii) use its reasonable best efforts to have any amendment to the Registration Statement or new registration
statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (iv) supply any
supplemented Final Prospectus to you in such quantities as you may reasonably request.
(d) As soon as practicable,
the Company will make generally available to its security holders (which may be satisfied by filing with the SEC) and to the Representatives
an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Securities
Act and Rule 158 under the Securities Act.
(e) The Company will furnish
to the Representatives and counsel for the Underwriters, without charge, conformed copies of the Registration Statement (including exhibits
thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus
by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied
pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and
any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or other production
of all documents relating to the offering.
(f) The Company will arrange,
if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate
and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided that in no event
shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that
would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction
where it is not now so subject.
(g) The Company will not,
without the prior written consent of Citigroup Global Markets Inc., BofA Securities, Inc. and Wells Fargo Securities, LLC, offer, sell,
contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected
to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by
the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly,
including the submission or filing (or participation in the filing) of a registration statement with the SEC in respect of, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange
Act, any other shares of Class B Common Stock, its Class A common stock or any securities convertible into, or exercisable, or exchangeable
for, shares of any class of its common stock; or publicly announce an intention to effect any such transaction, for a period of 60 days
after the date of this Agreement, provided, however, that the restrictions above do not apply to (i) the grant or amendment
of any compensatory equity-based awards, the issuance and sale of common stock or securities with respect thereto pursuant to any employee
stock option plan, incentive plan, stock ownership plan or dividend reinvestment plan of the Company described in the Registration Statement,
the Disclosure Package, and the Final Prospectus in effect at the Execution Time, including but not limited to a non-employee director
stock compensation plan or program and an employee stock purchase plan, provided that such recipients agree to be bound by the terms of
a lock-up agreement with the Underwriters, (ii) the issuance of common stock issuable upon the conversion of securities or the exercise
of warrants outstanding at the Execution Time or options (including net exercise) or the vesting and/or settlement of a restricted stock
or restricted stock unit award (including net settlement) or otherwise to satisfy a tax withholding obligation of the Company in connection
with the vesting, settlement or exercise of a compensatory equity-based award, described in the Registration Statement, the Disclosure
Package and the Final Prospectus, (iii) facilitate the establishment and amendment 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 (1)
such plan does not provide for the transfer of shares of common stock during the Restricted Period and (2) to the extent any public disclosure
is made regarding the establishment of such plan, such disclosure shall include a statement to the effect that no transfer of shares of
common stock may be made under such plan during the Restricted Period, (iv) the issuance of up to 5% of the outstanding shares of Class
B Common Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Class B Common Stock, immediately
following the Closing Date, in connection with any mergers, acquisitions, joint ventures, commercial or other similar strategic transactions,
provided that such recipients enter into a letter substantially in the form of Exhibit A hereto addressed to the Representatives, or (v)
file any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan described in the Registration
Statement, the Disclosure Package and the Final Prospectus or any assumed benefit plan pursuant to a merger, acquisition, joint venture,
commercial or other similar strategic transaction.
12
(h) The Company will not
take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result
in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of the Securities.
(i) The Company agrees to
pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the SEC of
the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Final Prospectus and
each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery
(including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary
Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in
each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing,
authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the
original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum
and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the
registration of the Securities under the Exchange Act and the continued listing of the Securities on the Nasdaq Global Select Market;
(vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states
(including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification);
(vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including filing
fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings), provided that the amount payable
pursuant to clauses (vii) and (vi) above shall not exceed $30,000 in the aggregate; (viii) the transportation and other expenses incurred
by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees
and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company;
and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
(j) The Company agrees that,
unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly,
agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has
not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would
otherwise constitute a Free Writing Prospectus required to be filed by the Company with the SEC or retained by the Company under Rule
433 under the Securities Act (“Rule 433”); provided that the prior written consent of the parties hereto shall be deemed
to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto and any electronic road show. Any such
free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing
Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus
as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rule 164 under
the Securities Act (“Rule 164”) and Rule 433 applicable to any Permitted Free Writing Prospectus, including in respect
of timely filing with the SEC, legending and record keeping.
(k) All sums payable by the
Company under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or
duties, unless the deduction or withholding is required by law, in which case the Company shall pay such additional amount (an “Additional
Amount”) as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction
or withholding been made, provided that no Additional Amount shall be payable in respect of taxes imposed on or measured by net income
or profits (however denominated), franchise taxes or branch profits taxes, in each case, (i) imposed as a result of such Underwriter being
organized under the laws of, or having its principal office in, the jurisdiction imposing such tax (or any political subdivision thereof),
or (ii) that are imposed as a result of a present or former connection between such Underwriter and the jurisdiction imposing such tax
(other than connections arising solely from such Underwriter having executed, delivered, become a party to, performed its obligations
under, rendered services under, or received payments under this Agreement).
13
6. Conditions to the Obligations
of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the
case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of
the Execution Time, the Closing Date and any Settlement Date pursuant to Section 3 hereof, to the accuracy of the statements of the Company
made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the
following additional conditions:
(a) The Final Prospectus,
and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); any other material required
to be filed by the Company pursuant to Rule 433(d) shall have been filed with the SEC within the applicable time periods prescribed for
such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its
use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.
(b) The Company shall have
requested and caused White & Case LLP, counsel for the Company, to have furnished to the Representatives their opinion and negative
assurance letter, dated the Closing Date, or the Settlement Date, as applicable, and addressed to the Representatives, in form and substance
reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters
with respect to the matters as the Representatives may require.
(c) The Company shall have
requested and caused Lowenstein Sandler LLP, New Jersey counsel for the Company, to have furnished to the Representatives their opinion,
dated the Closing Date, or the Settlement Date, as applicable, and addressed to the Representatives, in form and substance reasonably
satisfactory to the Representatives.
(d) The Representatives shall
have received from Simpson Thacher & Bartlett LLP, counsel for the Underwriters, such opinion and negative assurance letter, dated
the Closing Date, or the Settlement Date, as applicable, and addressed to the Representatives, in form and substance reasonably satisfactory
to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the
matters as the Representatives may require, and the Company shall have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(e) The Company shall have
furnished to the Representatives a certificate of the Company, signed by the Chief Executive Officer or the Chief Financial Officer of
the Company, dated the Closing Date, or the Settlement Date, as applicable, to the effect that the signers of such certificate have carefully
examined the Registration Statement, the Disclosure Package, the Final Prospectus and any amendment or supplement thereto, as well as
each electronic road show used in connection with the offering of the Securities, and this Agreement and that:
(i) the representations
and warranties of the Company in this Agreement are true and correct on and as of the Closing Date, or the Settlement Date, as applicable,
with the same effect as if made on the Closing Date, or the Settlement Date, as applicable, and the Company has complied with all the
agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date, or the Settlement
Date, as applicable;
(ii) no stop order
suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that
purpose have been instituted or, to the Company’s knowledge, threatened; and
(iii) since the
date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Prospectus
(exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise),
prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions
in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive
of any amendment or supplement thereto).
14
(f) The Company shall have
furnished to the Representatives a certificate of the Company, signed by the Chief Financial Officer of the Company, dated as of the
Closing Date, or the Settlement Date, as applicable, with respect to certain financial information contained in the Registration Statement,
the Disclosure Package and the Final Prospectus in form and substance reasonably satisfactory to the Representatives.
(g) The Company shall have
requested and caused each of Grant Thornton LLP and Deloitte LLP to have furnished to the Representatives, at the Execution Time and at
the Closing Date, or the Settlement Date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date,
or the Settlement Date, as applicable, in form and substance satisfactory to the Representatives, confirming that each of them are independent
accountants within the meaning of the Securities Act and the Exchange Act and the applicable rules and regulations adopted by the SEC
thereunder and containing statements and information of the type customarily included in accountants’ “comfort letters”
to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package and the
Final Prospectus.
(h) Subsequent to the Execution
Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and
the Final Prospectus (exclusive of supplement thereto), there shall not have been (i) any change or decrease specified in the letter or
letters referred to in paragraph (g) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting
the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether
or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package
and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i)
or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed
with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the
Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).
(i) The Securities shall
have been listed and admitted and authorized for trading on the Nasdaq Global Select Market, and satisfactory evidence of such actions
shall have been provided to the Representatives.
(j) At
the Execution Time, the Company shall have furnished to the Representatives a letter substantially in the form of Exhibit A hereto from
each party listed in Schedule IV hereto addressed to the Representatives.
(k) Prior to the Closing
Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives
may reasonably request.
If any of the conditions
specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel
for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the
Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile
confirmed in writing.
The documents required to
be delivered by this Section 6 shall be delivered at the office of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, at
425 Lexington Avenue, New York, New York 10017, on the Closing Date.
7. Reimbursement of Underwriters’
Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters
set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability
or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default
by any of the Underwriters, the Company will reimburse the Underwriters severally through Citigroup Global Markets Inc. on demand for
all reasonable and documented out of pocket expenses (including reasonable and documented fees and disbursements of counsel) that shall
have been incurred by them in connection with the proposed purchase and sale of the Securities.
15
8. Indemnification and
Contribution.
(a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter and each person
who controls any Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the
registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus,
any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer
Free Writing Prospectus, or any “road show” as defined in Rule 433(h) of this Act, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any
legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability
or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through
the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any
Underwriter consists of the information described in the last sentence of Section 8(b). This indemnity agreement will be in addition to
any liability which the Company may otherwise have.
(b) Each Underwriter severally and not jointly agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the
Company within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company
to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf
of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements
set forth (i) in the fifth and seventh paragraphs of the cover page regarding delivery of the Securities and, under the heading “Underwriting
(Conflicts of Interest)” (ii) the list of Underwriters and their respective participation in the sale of the Securities, (iii) the
sentences related to concessions and reallowances and (iv) the paragraph related to stabilization, syndicate covering transactions and
penalty bids in the Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf
of the several Underwriters for inclusion in the Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus.
(c) Promptly after receipt
by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless
and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial
rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other
than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel
of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for
which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of
any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such
counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel (provided that the indemnifying
party shall not be liable for the fees and expenses of more than one such separate counsel, in addition to any local counsel, representing
the indemnified parties who are parties to such action) if (i) the use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may
be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying
party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent
of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified
parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional
release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
16
(d) In the event that the
indemnity provided in paragraph (a), (b) or (c) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party
for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively, “Losses”)
to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and by the Underwriters on the other from the offering of the Securities. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and
of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant
equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before
deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts
and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference
to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties
and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company
and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other
method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), in no event shall any Underwriter be required to contribute any amount in excess of the amount by which the total
underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount
of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each
person who controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee,
affiliate and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the
Company within the meaning of either the Securities Act or the Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph (d).
9. Default by an Underwriter.
If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount
of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names
of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided,
however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall
have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters
do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company.
In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not
exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement
and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default
hereunder.
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10. Termination. This
Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery
of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in the Company’s Common Stock shall
have been suspended by the SEC or Nasdaq Global Select Market or trading in securities generally on the Nasdaq Global Select Market shall
have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been
declared either by Federal or New York State authorities, (iii) there shall have occurred a material disruption in commercial banking
or securities settlement or clearance services or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration
by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to
make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities
as contemplated by any Preliminary Prospectus or the Final Prospectus (exclusive of any amendment or supplement thereto).
11. Representations and
Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or
its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents, affiliates
or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of
Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.
12. Notices.
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered
or telefaxed to Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, facsimile
number: +1 (646) 291-1469, BofA Securities, Inc. at One Bryant Park, New York, New York 10036, Attention: Syndicate Department, Email:
dg.ecm_execution_services@bofa.com, with a copy to Attention: ECM Legal, Email dg.ecm_legal@bofa.com, and Wells Fargo Securities, LLC,
500 West 33rd Street, New York, New York 10001, Attention: Equity Syndicate Department, facsimile number: +1 (212) 214-5918,
or, if sent to Bel Fuse Inc., will be mailed, delivered or telefaxed to the Company at 300 Executive Drive, Suite 300, West Orange, New
Jersey.
13. Successors. This
Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors,
employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.
14.
Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter, the
directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out
of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The
City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any
such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The
Company hereby appoints its registered agent as Bel Fuse Inc. (the “Authorized Agent”) upon whom process may be
served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that
may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Underwriter, the
directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and
expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company
hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for
service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be
necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be
deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or
based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any
Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in New Jersey.
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15. Recognition of the
U.S. Special Resolution Regimes.
(a) In the event that any
Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter
of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws
of the United States or a state of the United States.
(b) In the event that any
Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution
Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws
of the United States or a state of the United States.
As used in this Section 15,
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as
that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term
is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that
term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and
(ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
16. No Fiduciary Duty.
The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial
transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other,
(b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of
the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any
other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering
(irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company
agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary
or similar duty to the Company, in connection with such transaction or the process leading thereto.
17. Integration. This
Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any
of them, with respect to the subject matter hereof.
18. Applicable Law.
This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and
to be performed within the State of New York.
19. Waiver of Jury Trial.
The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
20. Counterparts.
This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute
one and the same agreement.
21. Headings. The
section headings used herein are for convenience only and shall not affect the construction hereof.
19
If the foregoing is in accordance
with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement among the Company and the several Underwriters.
Very truly yours,
BEL FUSE INC.
By:
/s/ Lynn Hutkin
Name:
Lynn Hutkin
Title:
Chief Financial Officer
[Signature Page to Underwriting Agreement]
The foregoing Agreement is
hereby confirmed and accepted as of the date first above written.
CITIGROUP GLOBAL MARKETS INC.
By:
/s/ Eric Jetter
Name:
Eric Jetter
Title:
Managing Director
BOFA SECURITIES, INC.
By:
/s/ Philip Ianniello
Name:
Philip Ianniello
Title:
Managing Director
WELLS FARGO SECURITIES, LLC
By:
/s/ Christie MacDonald
Name:
Christie MacDonald
Title:
Managing Director
For themselves and the other several Underwriters named in
Schedule I to the foregoing Agreement.
[Signature Page to Underwriting Agreement]
SCHEDULE I
Underwriters
Number of
Underwritten
Securities to
be Purchased
Citigroup Global Markets Inc.
450,000
BofA Securities, Inc.
300,000
Wells Fargo Securities, LLC
247,500
Needham & Company, LLC
112,500
Oppenheimer & Co. Inc.
105,000
Robert W. Baird & Co. Incorporated
90,000
BMO Capital Markets Corp.
90,000
Craig-Hallum Capital Group LLC
52,500
Northland Securities, Inc.
52,500
Total
1,500,000
SCHEDULE II
Underwritten Securities: 1,500,000 shares of Class B Common Stock
Option Securities: 225,000 shares of Class B Common Stock
Public Offering Price Per Share: $266.00
SCHEDULE III
Schedule of Free Writing Prospectuses included
in the Disclosure Package
None.
SCHEDULE IV
Farouq Tuweiq
Lynn Hutkin
Suzanne Kozlovsky
Stephen Dawson
Kenneth Lai
Thomas Smelker
Daniel Bernstein
Jacqueline Brito
Peter Gilbert
Eric Nowling
Mark Segall
Rita Smith
David Valletta
Vincent Vellucci
ANNEX A
Significant Subsidiaries
Subsidiary
Jurisdiction of Organization
Bel Power Solutions Germany GmbH
Germany
Bel Components Ltd.
Hong Kong
Bel Connector Inc.
Delaware
Bel Fuse (Macao Commercial Offshore) Limited
Macao
Bel Fuse Limited
Hong Kong
Bel Guangxi Electronics Co. Ltd.
PRC
Bel Power (Hangzhou) Co. Ltd.
PRC
Bel Power Europe S.r.l.
Italy
Bel Power Inc.
Massachusetts
Bel Power Solutions GmbH
Switzerland
Bel Power Solutions Inc.
Delaware
Bel Power Solutions Ireland Limited
Ireland
Bel Power Solutions s.r.o.
Slovakia
Bel Sales (Hong Kong) Ltd.
Hong Kong
Bel Stewart GmbH
Germany
Bel Transformer Inc.
Delaware
Bel Ventures Inc.
Delaware
BPS Asia Pacific Electronics (Shenzhen) Co. Ltd.
PRC
BPS Cooperatief U.A.
Netherlands
Cinch Connectivity Solutions LTD
England and Wales
Cinch Connectivity Solutions, Inc.
Delaware
Cinch Connectors de Mexico, S.A. de C.V.
Mexico
Cinch Connectors Limited
England and Wales
Continental Converters Corporation Pte. LTD
Singapore
Dongguan Transpower Electric Products Co., Ltd.
PRC
Elcatech Development LTD
Israel
Enercon Technologies LTD
Israel
Enercon Technologies Europe AG
Switzerland
EOS Power India Private Limited
India
Mil Power Converter Technologies India Private Limited
India
Mil Power Magnetics India Private Limited
India
Mil Power Source Inc.
United States
Multisphere Power Solutions Private Limited
India
PAI Capital LLC
Delaware
Shireoaks Worksop Holdings Ltd.
England and Wales
Signal Dominicana, S.R.L.
Dominican Republic
Stewart Connector Systems de Mexico, S.A. de C.V.
Mexico
Stratos International, LLC
Delaware
Stratos Lightwave LLC
Delaware
Stratos Lightwave-Florida LLC
Delaware
Transpower Cooperatief U.A.
Netherlands
Transpower Technologies (HK) Limited
Hong Kong
Trompeter Electronics, Inc.
Delaware
TRP Connector B.V.
Netherlands
TRP Connector Limited
Macao
TRP International*
PRC
Winsonko (Guangxi Pingguo) Electron Co., Ltd.
PRC
* TRP International is a China Business Trust
EXHIBIT A
Form of Lock-Up Agreement
BEL FUSE INC.
Public Offering of Common Stock
May [●],
2026
Citigroup Global Markets Inc.
BofA Securities, Inc.
Wells Fargo Securities, LLC
As Representatives of the several Underwriters,
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
c/o BofA Securities, Inc.
One Bryant Park
New York, NY 10036
c/o Wells Fargo Securities, LLC
500 West 33rd Street, 14th Floor
New York, New York 10001
Ladies and Gentlemen:
This letter agreement (this
“Letter Agreement”) is being delivered to you in connection with the proposed underwriting agreement (the “Underwriting
Agreement”), between Bel Fuse Inc., a New Jersey corporation (the “Company”), and each of you as representatives
(“Representatives”) of a group of Underwriters named therein, relating to an underwritten public offering of Class
B Common Stock, $0.10 par value (the “Common Stock”), of the Company (the “Offering”). Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
In order to induce you and the
other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup
Global Markets Inc., BofA Securities, Inc. and Wells Fargo Securities, LLC, (1) offer, 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, pledge or otherwise transfer
or dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether
by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the
undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the
filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission (the “Commission”)
in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder
with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such
capital stock (the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers,
in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether to be settled by delivery
of the Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration
of any Lock-Up Securities, or (4) publicly announce an intention to effect any such transaction, for a period from the
date hereof until 60 days after the date of the Underwriting Agreement (the “Restricted Period”).
A-1
If the undersigned is an officer or director of the Company, Citigroup
Global Markets Inc., BofA Securities, Inc. and Wells Fargo Securities, LLC agree that, at least three business days before the effective
date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Lock-up Securities,
Citigroup Global Markets Inc., BofA Securities, Inc. and/or Wells Fargo Securities, LLC will notify the Company of the impending release
or waiver. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not
for consideration or to an immediate family member as defined in FINRA Rule 5130(i)(5) and (b) the transferee has agreed in writing to
be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the
time of the transfer.
Notwithstanding the foregoing,
the undersigned may:
(1) transfer the
undersigned’s Lock-Up Securities:
(a) as a bona fide gift or gifts or
charitable contribution, or for bona fide estate planning purposes;
(b) upon death or by will, other testamentary
document or intestacy;
(c) if the undersigned is a natural
person, to any member of the undersigned’s immediate family or to any trust for the direct or indirect benefit of the undersigned
or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor, trustee or beneficiary of the trust or to
the estate of a trustor, trustee or beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall
mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin);
(d) to a partnership, limited liability
company, corporation or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial
owner of all of the outstanding equity securities or similar interests;
(e) to a nominee or custodian of a person
or entity to whom a disposition or transfer would be permissible under clauses (a) through (d) above;
(f) if the undersigned is a corporation,
partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company,
trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended)
of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control
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 (B) as part of a distribution
to members, partners or shareholders of the undersigned;
(g) by operation of law, such as pursuant
to the rules of descent and distribution or pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement
or any other court order;
(h) to the Company upon death or disability
of the undersigned, or, if the undersigned is an employee of the Company, upon termination of employment;
(i) pursuant to a bona fide third-party
tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to
all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof,
“Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction),
in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after
such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company
(or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not
completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement;
A-2
(j) to the Company in connection with
the vesting or settlement of restricted stock units or the “net” or “cashless” exercise of options, warrants or
other rights to purchase shares of Lock-Up Securities, for purposes of exercising such options, warrants or rights, including
any transfer to the Company for the payment of tax withholdings or remittance payments due as a result of the vesting, settlement, or
exercise of such restricted stock units, options, warrants or other rights, in all such cases pursuant to equity awards granted under
a stock incentive plan or other equity award plan, which plan is described in the Registration Statement, the pricing prospectus (the
“Pricing Prospectus”) or the Prospectus, provided that any shares of capital stock received upon such vesting, settlement
or exercise shall be subject to the terms of this Lock-Up Agreement; [or]
(k) as any pledge, charge, hypothecation
or other granting of a security interest in the Lock-Up Securities to one or more banks, financial or other lending institutions
(“Lenders”) as collateral or security for or in connection with any margin loan or other loans, advances or extensions of
credit entered into by the undersigned or any of its direct or indirect subsidiaries; provided that with respect to any pledge, charge,
hypothecation or other granting of a security interest set forth above after the execution of this Letter Agreement, the applicable Lender(s)
shall be informed of the existence and contents of this Letter Agreement before entering into any margin loan or other loans, advances
or extensions of credit and further; provided further that no Lender shall be permitted to foreclose on such margin loan or other loans,
advances or extensions of credit during the Restricted Period[.][; or
(l) sell shares of Common Stock in
the open market from time to time during the Restricted Period solely in order to satisfy the undersigned’s withholding tax obligations
(including federal, state, local and payroll taxes) and related tax remittance obligations arising as a result of the vesting of restricted
stock awards granted pursuant to an equity incentive plan described in the Registration Statement, the Pricing Prospectus or the Prospectus
(each, a ‘Sell-to-Cover Sale’); provided that (i) the aggregate number of shares of Common Stock sold pursuant to all Sell-to-Cover
Sales shall not exceed the number of shares reasonably necessary to satisfy such withholding and remittance obligations based on the
applicable statutory withholding rates (unless a higher rate is required by applicable law), (ii) any remaining shares of Common Stock
held by the undersigned following such vesting shall remain subject to the restrictions set forth in this Letter Agreement for the duration
of the Restricted Period, (iii) no public announcement of the undersigned’s intention to effect any Sell-to-Cover Sale shall be
made during the Restricted Period, and (iv) any required public filing under Section 16(a) of the Exchange Act (or other required public
filing) shall, to the extent permitted, clearly indicate in the footnotes that the transaction was effected solely to satisfy tax withholding
and remittance obligations in connection with the vesting of restricted stock awards.]1
provided that (i) in the
case of any transfer or distribution pursuant to clause (1)(a), (b), (c), (d), (e), and (f) such transfer shall not involve a disposition
for value; (ii) in the case of any transfer or distribution pursuant to clause (1)(a), (b), (c), (d), (e), (f), and (g), each donee, devisee,
transferee or distributee, as the case may be, agrees in writing to be bound by the restrictions set forth herein; (iii) in the case
of any transfer or distribution pursuant to clause (f), each, transferee or distributee shall be subject to restrictions on transfer in
a manner that are reasonably satisfactory to Citigroup Global Markets Inc., BofA Securities, Inc. and Wells Fargo Securities, LLC; (iv)
in the case of any transfer or distribution pursuant to clause (1)(d), no filing by any party (donor, donee, devisee, transferor, transferee,
distributer or distributee) under the Exchange Act, or other public announcement shall be required or shall be made voluntarily in connection
with such transfer or distribution reporting a reduction in beneficial ownership (other than (x) a required filing on a Form 5 made
after the expiration of the Lock-Up Period or (y) a required filing under Section 16(a) of the Exchange Act or on
a Schedule 13F or 13G that discloses therein that such transfer, distribution or other disposition is a disposition for no value (and
if such recipient of securities is a person, trust or entity that would report a corresponding acquisition of such securities on the undersigned’s
Form 4, and such acquisition is entitled to be reported on a Form 5, such acquisition may be voluntarily reported on such Form 4)); and
(x) in the case of any transfer or distribution pursuant to clause (1)(a), (b), (c), (e), (g), and (h) it shall be a condition
to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of
the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of capital stock
of the Company in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report
or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer and, in the case of a transfer
pursuant to clause (1)(a), (b), (c), and (e), that the transferee has agreed to be bound by the terms of this letter;
1NTD: To be included for certain of the Company’s directors and officers.
A-3
(2) exercise outstanding options, settle
restricted stock units or other equity awards or exercise warrants pursuant to plans described in the Registration Statement, the Pricing
Prospectus and the Prospectus; provided that any Lock-Up Securities received upon such exercise, vesting or settlement shall
be subject to the terms of this Letter Agreement; and
(3) establish or amend trading plans
pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Lock-Up Securities; provided that (a) such
plans do not provide for the transfer of Lock-Up Securities during the Restricted Period, (b) any required public disclosure
of such plans include a statement to the effect that no transfer of securities subject to such plan may be made under such plan until
after the expiration of the Restricted Period, and (c) if any filing is made under Section 16(a) of the Exchange Act, such filing
shall have the appropriate box checked.
This Letter Agreement and all
related restrictions and obligations shall automatically terminate upon the earliest to occur, if any, of (a) the Representatives,
on the one hand, or the Company, on the other hand, advising the other in writing prior to the execution of the Underwriting Agreement
that the Representatives have or the Company has determined not to proceed with the Offering contemplated by the Underwriting Agreement,
(b) the termination of the Underwriting Agreement (other than the provisions thereof which survive termination) before the sale of
any shares of Common Stock to the Underwriters, (c) the Registration Statement with respect to the Offering contemplated by the Underwriting
Agreement is withdrawn prior to execution of the Underwriting Agreement, or (d) June 1, 2026, in the event that the Underwriting
Agreement has not been executed by that date.
In furtherance of the foregoing,
the Company, and any duly appointed transfer agent for the registration or transfer of the Lock-Up Securities, are hereby authorized
to decline to make any transfer of the Lock-Up Securities if such transfer would constitute a violation or breach of this Letter
Agreement.
If for any reason the Underwriting
Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall
likewise be terminated.
The undersigned understands
that the Underwriters and the Company are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this
Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this
Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon
the successors, assigns, heirs or personal representatives of the undersigned.
The undersigned acknowledges
and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action
from the undersigned with respect to the Offering of the Common Stock 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 Representatives
may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to you in
connection with the Offering, the Representatives and the other Underwriters are not making a recommendation to you to enter into this
Letter Agreement, participate in the Offering or sell any Common Stock at the price determined in the Offering, and nothing set forth
in such disclosures is intended to suggest that the Representatives or any Underwriter is making such a recommendation.
This Letter Agreement and any claim, controversy
or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State
of New York.
This Letter Agreement may be delivered via facsimile,
electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or
www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes.
A-4
Yours very truly,
By:
Name:
Title:
A-5
EX-5.1 — OPINION OF LOWENSTEIN SANDLER LLP
EX-5.1
Filename: ea029004701ex5-1.htm · Sequence: 3
Exhibit 5.1
May 14, 2026
Bel Fuse Inc.
300 Executive Drive, Suite 300
West Orange, New Jersey 07052
Ladies and Gentlemen:
We have acted as special counsel
to Bel Fuse Inc., a New Jersey corporation (the “Company”), in connection with (i) the preparation and filing
of the Registration Statement on Form S-3 (Registration No. 333-295813), as amended, filed with the Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”)
(as so filed, the “Registration Statement”) and the related prospectus contained in the Registration Statement (the
“Base Prospectus”) and (ii) the preparation and filing of the prospectus supplement, dated May 13, 2026 (the “Prospectus
Supplement”) relating to the issuance and sale by the Company of up to 1,725,000 shares
of Class B common stock, par value $0.10 per share (the “Common Stock”) of the Company (the “Shares”)
(including 225,000 shares of Common Stock issuable by the Company upon exercise of an option
granted by the Company to the underwriters).
The Shares are to be issued and
sold by the Company pursuant to the Underwriting Agreement, dated as of May 13, 2026 (the “Underwriting Agreement”),
between the Company and Citigroup Global Markets Inc., BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the
several underwriters named therein, the form of which is being filed with the Commission as Exhibit 1.1 to the Company’s Current
Report on Form 8-K, filed on the date hereof.
In connection with this opinion,
we have (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such
agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents and (iii) received
such information from officers and representatives of the Company as we have deemed necessary or appropriate for the purposes of this
opinion.
In all such examinations, we have
assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents
and the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to the opinion expressed herein, we have relied upon, and assume the accuracy of, the representations and warranties
set forth in the Underwriting Agreement, and certificates and oral or written statements and other information of or from public officials
and officers and representatives of the Company.
Based upon the foregoing and subject
to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized for
issuance, and when issued and paid for in accordance with the terms and conditions of the Underwriting Agreement, the Shares will be validly
issued, fully paid and non-assessable.
The opinion expressed herein is
limited to the applicable provisions of the New Jersey Business Corporation Act (the “NJBCA”), as currently in effect,
and reported judicial decisions interpreting such provisions of the NJBCA.
The opinion expressed herein is
limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. We undertake
no obligation to supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that might
change the opinion expressed herein after that date or for any other reason.
Bel Fuse Inc.
May 14, 2026
Page 2
We hereby consent to the filing
of this opinion as Exhibit 5.1 to the Current Report on Form 8-K filed by the Company on the date hereof and which is incorporated
by reference into the Registration Statement and to the references to this firm under the caption “Legal Matters” in the Prospectus
Supplement. In giving these consents, we do not admit that we are “experts” within the meaning of Section 11 of the Securities
Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Lowenstein Sandler LLP
Lowenstein Sandler LLP
EX-99.1 — LAUNCH PRESS RELEASE DATED MAY 12, 2026, FURNISHED HEREWITH
EX-99.1
Filename: ea029004701ex99-1.htm · Sequence: 4
Exhibit 99.1
Bel Fuse Inc. Announces Launch of Public
Offering of Class B Common Stock
WEST ORANGE, N.J., May 12, 2026 (GLOBE NEWSWIRE)
-- Bel Fuse Inc. (Nasdaq: BELFA and BELFB) (“Bel” or the “Company”), a leading global manufacturer
of electronic components, systems and solutions, today announced the commencement of an underwritten offering of 1,300,000 shares of
its Class B common stock. In addition, the Company intends to grant the underwriters a 30-day option to purchase up to an additional
195,000 shares of its Class B common stock at the public offering price, less underwriting discounts and commissions. The proposed offering
is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to
the actual size or terms of the offering.
Bel currently intends to use the net proceeds
from the proposed offering to pay down any outstanding indebtedness under its Credit and Security Agreement, fund the remaining 20% acquisition
of Enercon Technologies, Ltd. or other acquisitions or partnership opportunities that may arise, and the remainder, if any, for general
corporate purposes.
Citigroup, BofA Securities, and Wells Fargo
Securities are acting as joint book-running managers for the proposed offering.
The proposed offering is being made pursuant
to an automatic shelf registration statement on Form S-3 that was previously filed with the Securities and Exchange Commission (SEC)
on May 12, 2026. This proposed offering is being made only by means of a prospectus supplement and accompanying prospectus that form
a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus related to the proposed offering
will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement
and the accompanying prospectus relating to this proposed offering may also be obtained, when available, by contacting: Citigroup, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 (Tel: 800-831-9146); BofA Securities, Inc., Attention:
Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001, or by email at dg.prospectus_requests@bofa.com;
or Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 90 South 7th Street, 5th Floor, Minneapolis, Minnesota
55402, at (800) 645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com.
This press release does not constitute an
offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of that state or jurisdiction.
About Bel
Bel designs, manufactures, and markets critical
electronic components, systems and solutions for customers in aerospace, defense, industrial, and data-driven markets. Understanding
that Bel’s customers face increasingly complex technical challenges, Bel delivers a comprehensive portfolio of solutions including
power systems, high-reliability connectors and cable assemblies, circuit protection, and networking products that enable Original Equipment
Manufacturers (OEMs) to bring their innovations to market. Bel partners closely with customers to deliver both customized and standard
solutions tailored to their specific applications and performance requirements. With manufacturing facilities and technical support teams
worldwide, Bel serves as a strategic partner to customers who require proven reliability in demanding end markets.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation,
express or implied statements related to Bel’s expectations regarding the timing of the proposed offering, the anticipated use
of proceeds from the offering and the anticipated grant to the underwriters of an option to purchase additional shares. The words “may,”
“will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,”
“intend,” “believe,” “estimate,” “predict,” “project,” “potential,”
“continue,” “seek,” “target” and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. Any forward-looking statements in this press release are
based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors
that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained
in this press release. These risks and uncertainties include fluctuations in Bel’s stock price, changes in market conditions, the
completion of the public offering on the anticipated terms or at all and other risks identified in the Company’s SEC filings, including
the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026, Quarterly
Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 5, 2026, and in the preliminary prospectus supplement
related to the proposed offering that Bel will file with the SEC. The Company cautions you not to place undue reliance on any forward-looking
statements, which speak only as of the date they are made. The Company disclaims any obligation to publicly update or revise any such
statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based,
or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Company Contact:
Lynn
Hutkin
Chief Financial Officer
ir.belf.com
Investor Contact
Three Part
Advisors
Jean Marie Young, Managing Director or Steven Hooser, Partner
631-418-4339
jyoung@threepa.com; shooser@threepa.com
EX-99.2 — PRICING PRESS RELEASE DATED MAY 13, 2026, FURNISHED HEREWITH
EX-99.2
Filename: ea029004701ex99-2.htm · Sequence: 5
Exhibit 99.2
Bel Fuse Inc. Announces Pricing of Upsized
Public Offering of Class B Common Stock
WEST ORANGE, N.J., May 13, 2026 (GLOBE NEWSWIRE)
-- Bel Fuse Inc. (Nasdaq: BELFA and BELFB) (“Bel” or the “Company”), a leading global manufacturer
of electronic components, systems and solutions, today announced the pricing of the upsized underwritten offering of 1,500,000 shares
of its Class B common stock. The shares of Class B common stock are being sold at an offering price of $266.00 per share. The aggregate
gross proceeds to Bel from this offering are expected to be approximately $399.0 million, before deducting underwriting discounts and
commissions and other offering expenses. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional
225,000 shares of its Class B common stock at the public offering price, less underwriting discounts and commissions. The offering is
expected to close on May 15, 2026, subject to the satisfaction of customary closing conditions.
Bel intends to use the net proceeds from
the proposed offering to pay down any outstanding indebtedness under its Credit and Security Agreement, fund the remaining 20% acquisition
of Enercon Technologies, Ltd. or other acquisitions or partnership opportunities that may arise, and the remainder, if any, for general
corporate purposes.
Citigroup, BofA Securities, and Wells Fargo
Securities are acting as joint lead book-running managers for the proposed transaction. Needham & Company, Oppenheimer & Co.,
Baird and BMO Capital Markets are acting as joint book-running managers, and Craig-Hallum and Northland Capital Markets are acting
as co-managers for the proposed offering.
The proposed offering is being made pursuant
to an automatic shelf registration statement on Form S-3 (No. 333-295813), as amended, that was previously filed with the Securities
and Exchange Commission (SEC) on May 12, 2026. This proposed offering is being made only by means of a prospectus supplement and accompanying
prospectus that form a part of the registration statement. A final prospectus supplement and accompanying prospectus related to the proposed
offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement
and the accompanying prospectus relating to this proposed offering may also be obtained, when available, by contacting: Citigroup, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 (Tel: 800-831-9146); BofA Securities, Inc., Attention:
Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001, or by email at dg.prospectus_requests@bofa.com;
or Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 90 South 7th Street, 5th Floor, Minneapolis, Minnesota
55402, at (800) 645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com.
This press release does not constitute an
offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of that state or jurisdiction.
About Bel
Bel designs, manufactures, and markets critical
electronic components, systems and solutions for customers in aerospace, defense, industrial, and data-driven markets. Understanding
that Bel’s customers face increasingly complex technical challenges, Bel delivers a comprehensive portfolio of solutions including
power systems, high-reliability connectors and cable assemblies, circuit protection, and networking products that enable Original Equipment
Manufacturers (OEMs) to bring their innovations to market. Bel partners closely with customers to deliver both customized and standard
solutions tailored to their specific applications and performance requirements. With manufacturing facilities and technical support teams
worldwide, Bel serves as a strategic partner to customers who require proven reliability in demanding end markets.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation,
express or implied statements related to Bel’s expectations regarding the timing and closing of the offering, and the anticipated
use of proceeds from the offering and the anticipated grant to the underwriters of an additional option to purchase shares. The words
“may,” “will,” “could,” “would,” “should,” “expect,” “plan,”
“anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “seek,” “target” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements
in this press release are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties
and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking
statements contained in this press release. These risks and uncertainties include fluctuations in Bel’s stock price, changes in
market conditions, the satisfaction of customary closing conditions related to the underwritten offering, and other risks identified
in the Company’s SEC filings, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed
with the SEC on February 24, 2026, Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 5, 2026,
and in the preliminary prospectus supplement related to the proposed offering that Bel will file with the SEC. The Company cautions you
not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company disclaims any
obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances
on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in
the forward-looking statements.
Company Contact:
Lynn
Hutkin
Chief Financial Officer
ir.belf.com
Investor Contact
Three Part
Advisors
Jean Marie Young, Managing Director or Steven Hooser, Partner
631-418-4339
jyoung@threepa.com;shooser@threepa.com
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