Common use of 10b-5 Representation Clause in Contracts

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus Prospectus, or Prospectus Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon the filing or first use (or within the meaning of the Regulations) of the Prospectus and at the effective time of any post-effective amendment to Closing Date and the Registration Statement) and at all times subsequent thereto up to the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus Statement and the Prospectus contained did or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on . At the date Time of any filing pursuant to Rule 424(b) and on the Closing DateSale, the Time of Sale Prospectus (together with any supplement thereto) will did not include contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representatives expressly for use in the Registration Statement, Statement or the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, which informationfor the purposes of this Agreement, it is agreed, shall consist solely information furnished by the Representatives with respect to the Underwriters: (i) the table of underwriters in the names first paragraph of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” (Conflicts of Interest)”, and (ii) the subsections titled seventeenth paragraphs under the caption “Price Stabilization, Short Positions,” “Determination Underwriting (Conflicts of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingInterest).”

10b-5 Representation. At the time of effectiveness of the (1) The Registration Statement (or at the effective time of and any post-effective amendment to thereto, at the Registration Statement) and at all times subsequent thereto up to the Closing Datetime it became effective, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, complied in all material respects, conform to respects with the requirements of the Act and the Regulations. On the Effective Date . (2) The Registration Statement, when it became effective, and any amendment or supplement thereto, did not contain and, at the Time of SaleClosing Date, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; on , and the date of any filing pursuant to Rule 424(b) and on Prospectus when filed with the Commission does not contain and, at the Closing Date, the Prospectus (together with any supplement thereto) will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2(c)(i)(2) does not apply to statements made or statements omitted in reliance upon and in conformity with written information with respect to the Underwriter furnished to the Company by the Underwriter expressly for use in the Registration Statement or Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriter consists solely of the disclosure contained in the “Underwriting” section of the Prospectus (collectively, the “Underwriter’s Information”). (3) The General Disclosure Package (as defined below), when taken together as a whole with the Prospectus (collectively, the “Disclosure Materials”), 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 . The preceding sentence does not apply to statements made in or statements omitted in reliance omissions from the Disclosure Materials based upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingUnderwriter’s Information.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled entitled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters Underwriters, the eighth, tenth and the subsection titled “Determination of Offering Price,” the second and third sentences eleventh paragraphs of the subsection titled section captioned “Underwriting DiscountUnderwriting,” and the subsections titled “Price Stabilization, Short Positions,” “Determination Regulatory Restrictions on Purchase of Offering Price,” “Electronic DistributionSecurities” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” Underwriters, the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names subsection captioned “Pricing of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictionsthis Offering” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement Effective Date (or at the effective time of any post-effective amendment to the Registration StatementStatement subsequent to the Effective Date) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On At the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus General Disclosure Package does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with with, written information furnished to the Company with respect to the Underwriters by the Underwriters Representatives expressly for use in the Registration Statement, the Statutory Prospectus General Disclosure Package, or Prospectus Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the following (the “Underwriter Information”): the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection subsections titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” and “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting”.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Underwriter expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names subsections captioned “Quotation of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short PositionsSecurities,” “Determination Pricing of Offering Price,” “Electronic DistributionSecurities” and “Selling RestrictionsCanada” included contained in the section captioned of the Prospectus entitled “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters Underwriter by the Underwriters Underwriter expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingPricing of Securities.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the first paragraph under the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date . As of any filing pursuant to Rule 424(b) and on its date, the Closing Date and the Option Closing Date, if any, the Prospectus (together with any supplement thereto) did not and 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; and at . At the Time of Sale, the Statutory Prospectus does did 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation . The representations and warranty warranties made in this Section 2.3.1 does do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters or QIU by the Underwriters or QIU, as the case may be, expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names and addresses of the Underwriters and the subsection titled “Determination of Offering Price,” QIU, (ii) the second sentence in the sixth paragraph under “Underwriting” with regard to sales to discretionary accounts, (iii) the statements in “Underwriting—Pricing of Securities and third sentences Size of Offering”, (iv) the first paragraph under “Underwriting—Over-allotment and Stabilizing Transactions”, and (v) the last paragraph under “Management—Directors and Executive Officers”, solely in respect of the subsection titled “Underwriting Discount,” and experience of the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingRepresentative.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names subsection captioned “Pricing of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictionsthis Offering” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon the filing or first use (or within the meaning of the Regulations) of the Prospectus and at the effective time of any post-effective amendment to Closing Date and the Registration Statement) and at all times subsequent thereto up to the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus Statement and the Prospectus contained did or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on . At the date Time of any filing pursuant to Rule 424(b) and on the Closing DateSale, the Time of Sale Prospectus (together with any supplement thereto) will did not include contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, Statement or the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, which informationfor the purposes of this Agreement, it is agreed, shall consist solely information furnished by the Representative with respect to the Underwriters: (i) the table of underwriters in the names first paragraph of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” (Conflicts of Interest)”, and (ii) the subsections titled fourteenth and fifteenth paragraphs under the caption “Price Stabilization, Short Positions,” “Determination Underwriting (Conflicts of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingInterest).”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to (i) statements contained in the section captioned “Underwriting – Selling Restrictions – Canada” or (ii) statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingPricing of Securities.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the first and second and third sentences of the subsection titled fourth paragraph of the section captioned “Underwriting DiscountUnderwriting,” and the subsections titled “Price Stabilization, Short Positions,” “Determination Regulatory Restrictions on Purchase of Offering Price,” “Electronic DistributionSecurities” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon the filing or first use (or within the meaning of the Regulations) of the Prospectus and at the effective time of any post-effective amendment to Closing Date and the Registration Statement) and at all times subsequent thereto up to the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus Statement and the Prospectus contained did or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on . At the date Time of any filing pursuant to Rule 424(b) and on the Closing DateSale, the Time of Sale Prospectus (together with any supplement thereto) will did not include contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, Statement or the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it . It is agreed, shall consist solely of understood that the names of following identified statements set forth in the Underwriters and Prospectus under the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled heading “Underwriting Discount,(Conflicts of Interest)” and constitute, for the purposes of this Agreement, information furnished by the Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting (Conflicts of Interest)”, (ii) the subsections titled “Price StabilizationPricing of Securities”, Short Positions,” “Determination Regulatory Restriction on Purchase of Offering Price,” Securities”, “Electronic Distribution” ”, “Other Activities and “Selling RestrictionsRelationship” included in the section captioned “UnderwritingUnderwriting(Conflicts of Interest)”, and (iii) each of the notices to investors in the subsection captioned “Selling Restrictions.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon the filing or first use (or within the meaning of the Regulations) of the Prospectus and at the effective time of any post-effective amendment to Closing Date and the Registration Statement) and at all times subsequent thereto up to the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus Statement and the Prospectus contained did or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on . At the date Time of any filing pursuant to Rule 424(b) and on the Closing DateSale, the Time of Sale Prospectus (together with any supplement thereto) will did not include contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, Statement or the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, which informationfor the purposes of this Agreement, it is agreedinformation furnished by the Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting”, shall consist solely of and (ii) the names of the Underwriters subsections “Commissions and the subsection titled “Determination of Offering PriceDiscounts,” the second and third sentences of the subsection titled “Underwriting DiscountRepresentative Shares,” “Representative Warrants,” and the subsections titled “Price Stabilization, Short Positions,” “Determination Regulatory Restrictions on Purchase of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingSecurities”.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus Prospectus, or Prospectus Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection subsections titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus Prospectus, or Prospectus Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short PositionsPricing of Securities,” “Determination Regulatory Restrictions on Purchase of Offering Price,” “Electronic DistributionSecurities” and “Selling Resale Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination Pricing of Offering PriceSecurities,” the second and third sentences of the subsection titled “Underwriting DiscountCommissions and Discounts,” and the subsections titled “Price Stabilization, Short Positions,” “Determination Regulatory Restrictions on Purchase of Offering Price,” “Electronic DistributionSecurities” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon the filing or first use (or within the meaning of the Regulations) of the Prospectus and at the effective time of any post-effective amendment to Closing Date and the Registration Statement) and at all times subsequent thereto up to the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus Statement and the Prospectus contained did or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on . At the date Time of any filing pursuant to Rule 424(b) and on the Closing DateSale, the Time of Sale Prospectus (together with any supplement thereto) will did not include contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, Statement or the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist . The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters and Underwriters, the subsection titled “Determination number of Offering Price,” Units being purchased by each Underwriter, information regarding selling concessions to dealers, the second and third sentences of information with respect to stabilization transactions contained in the subsection titled section entitled “Underwriting Discount,- Regulatory Restrictions on Purchase of Securities” and the subsections titled “Price Stabilization, Short Positions,” “Determination identity of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included counsel to the Underwriters contained in the section captioned entitled “UnderwritingLegal Matters” (such information, collectively, the “Underwriters’ Information”).”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon the filing or first use (or within the meaning of the Regulations) of the Prospectus and at the effective time of any post-effective amendment to Closing Date and the Registration Statement) and at all times subsequent thereto up to the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus Statement and the Prospectus contained did or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on . At the date Time of any filing pursuant to Rule 424(b) and on the Closing DateSale, the Time of Sale Prospectus (together with any supplement thereto) will did not include contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, Statement or the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, which informationfor the purposes of this Agreement, it is agreed, shall consist solely of information furnished by the names of Representative with respect to the Underwriters and Underwriters: (i) the subsection titled concession figure appearing in the sixth paragraph under the caption “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,Underwriting” and (ii) the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” fourth and “Selling Restrictions” included in fifth paragraphs under the section captioned caption “Underwriting–Representative Shares.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all respective times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and any post-effective amendments thereto become effective (and at the Closing Date): (i) The Registration Statement, the Prospectus contained or and any post-effective amendments thereto did and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, will in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, ; (ii) Neither the Registration Statement did notnor the Prospectus, and nor any amendment or supplement thereto, on the Closing Date it such dates, do or will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 2.3.1(ii) does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Placement Agent expressly for use in the Registration Statement, the Statutory Prospectus Statement or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist . The parties acknowledge and agree that such information provided by or on behalf of the Placement Agent consists solely of the names following disclosure contained in the “Placement” section of the Underwriters Prospectus: the first paragraph under the heading “Pricing of Securities” (the “Placement Agent Information”). (iii) Neither: (a) any Issuer General Free Writing Prospectus(es) (as defined below and attached herein as Schedule 2) issued at or prior to the Time of Sale (as defined below) and the subsection titled Statutory Prospectus (as defined below), all considered together (collectively, the “Determination Time of Offering Price,” Sale Disclosure Package”), nor (b) any individual Issuer Limited-Use Free Writing Prospectus(es) (as defined below), when considered together with the second and third sentences Time of Sale Disclosure Package, includes or included as of the subsection titled “Underwriting Discount,” and Time of Sale, any untrue statement of a material fact or omits or omitted as of the subsections titled “Price StabilizationTime of Sale to state any material fact necessary in order to make the statements therein, Short Positions,” “Determination in the light of Offering Price,” “Electronic Distribution” and “Selling Restrictions” the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Prospectus included in the section captioned “UnderwritingRegistration Statement or any Issuer Free Writing Prospectus based upon and in conformity with Placement Agent Information furnished to the Company by the Placement Agent specifically for use therein.” (iv) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the Offering or until any earlier date that the Company notified or notifies the Placement Agent as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or the Prospectus relating to the Securities or included, or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company has notified or will notify promptly the Placement Agent so that any use of such Issuer Free Writing Prospectus may cease until it is promptly amended or supplemented by the Company, at its own expense, to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with Placement Agent Information furnished to the Company by the Placement Agent specifically for use therein. (v) As used herein, the terms set forth below shall have the following meanings:

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus Prospectus, or Prospectus Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters Underwriters, the number of Units being purchased by each Underwriter and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection subsections titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc._________, 2020Page 7 of 45

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with with, written information furnished to the Company with respect to the Underwriters by the Underwriters Representatives expressly for use in the Registration Statement, the Statutory Prospectus Prospectus, or Prospectus Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the following (the “Underwriter Information”): the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection subsections titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” and “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting”.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters Underwriters, the second sentence of the third paragraph included in the section captioned “Underwriting”, the third sentence of the ninth paragraph included in the section captioned “Underwriting”, and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names subsections of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting” captioned “Pricing of this Offering” and “Price Stabilization and Short Positions.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” Underwriters, the second and third sentences sentence of the subsection titled third paragraph included in the section captioned “Underwriting Discount,” - Conflicts of Interest”, and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon the filing or first use (or within the meaning of the Regulations) of the Prospectus and at the effective time of any post-effective amendment to Closing Date and the Registration Statement) and at all times subsequent thereto up to the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus Statement and the Prospectus contained did or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on . At the date Time of any filing pursuant to Rule 424(b) and on the Closing DateSale, the Time of Sale Prospectus (together with any supplement thereto) will did not include contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representatives expressly for use in the Registration Statement, Statement or the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it . It is agreed, shall consist solely of understood that the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included following identified statements set forth in the section captioned Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representatives with respect to the Underwriters: (i) the table of Underwriters in the first paragraph of “Underwriting”, and (ii) the seventeenth paragraphs under the caption “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement Effective Date (or at the effective time of any post-effective amendment to the Registration StatementStatement subsequent to the Effective Date) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On At the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus General Disclosure Package does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with with, written information furnished to the Company with respect to the Underwriters by the Underwriters Representatives expressly for use in the Registration Statement, the Statutory Prospectus General Disclosure Package or Prospectus Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the following (the “Underwriter Information”): the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection subsections titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” and “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting”.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” Underwriters, [the second and third sentences sentence of the subsection titled third paragraph included in the section captioned “Underwriting DiscountUnderwriting”,” ] [the third sentence of the ninth paragraph included in the section captioned “Underwriting”,] and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon the filing or first use (or within the meaning of the Regulations) of the Prospectus and at the effective time of any post-effective amendment to Closing Date and the Registration Statement) and at all times subsequent thereto up to the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus Statement and the Prospectus contained did or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on . At the date Time of any filing pursuant to Rule 424(b) and on the Closing DateSale, the Time of Sale Prospectus (together with any supplement thereto) will did not include contain any untrue statement of a material fact or omit to state a 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 Prospectus, as of its date and at as of the Time of SaleClosing Date and the Option Closing Date, the Statutory Prospectus does if any, did not include any and will not contain an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, the Statutory Prospectus Statement or Prospectus or any amendment thereof or supplement thereto. It is understood the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, which informationfor the purposes of this Agreement, it is agreedinformation furnished by the Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting”, shall consist solely of and (ii) the names of the Underwriters subsections “Commissions and the subsection titled “Determination of Offering PriceDiscounts,” the second and third sentences of the subsection titled “Underwriting DiscountRepresentative’s Shares,” “Representative’s Warrants,” and the subsections titled “Price Stabilization, Short Positions,” “Determination Regulatory Restrictions on Purchase of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingSecurities”.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” Underwriters, and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting——Conflicts of Interest.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters Underwriter by the Underwriters Underwriter expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingPricing of this Offering.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the table of underwriters in the first paragraph under the heading “Underwriting”, (ii) the first paragraph under the heading “Underwriting Discount” included in the Section entitled “Underwriting” and (iii) the names of the Underwriters and Underwriters, the subsection titled identity of counsel to the Underwriter contained in the section entitled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,Legal Matters” and the subsections paragraph titled “Price Stabilization, Stabilization Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned entitled “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date . As of any filing pursuant to Rule 424(b) and on its date, the Closing Date and the Option Closing Date, if any, the Prospectus (together with any supplement thereto) did not and 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; and at . At the Time of Sale, the Statutory Prospectus does did 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation . The representations and warranty warranties made in this Section 2.3.1 does do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters or Xxxxxx by the Underwriters or Xxxxxx, as the case may be, expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names and addresses of the Underwriters and Xxxxxx, (ii) the subsection titled second sentence in the fifth paragraph under “Determination of Offering PriceUnderwriting,” (iii) the second statements in “Underwriting—Pricing of Securities and third sentences Size of Offering,” (iv) the subsection titled first paragraph under “Underwriting DiscountUnderwriting—Over-allotment and Stabilizing Transactions,” and (v) the subsections titled last paragraph under “Price Stabilization, Short PositionsManagement—Directors and Executive Officers,” “Determination solely in respect of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwritingexperience of the Representative.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters Underwriters, the third sentence of the ninth paragraph included in the section captioned “Underwriting”, and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all respective times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and any post-effective amendments thereto become effective (and at the Closing Date): (i) The Registration Statement, the Prospectus contained or and any post-effective amendments thereto did and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, will in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, ; (ii) Neither the Registration Statement did notnor the Prospectus, and nor any amendment or supplement thereto, on the Closing Date it such dates, do or will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 2.3.1(ii) does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus Statement or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist . The parties acknowledge and agree (and each Underwriter agrees severally and not jointly) that such information provided by or on behalf of the Underwriters consists solely of the names following disclosure contained in the “Underwriting” section of the Underwriters Prospectus (the “Underwriter Information”). (iii) Neither: (a) any Issuer General Free Writing Prospectus(es) (as defined below and attached herein as Schedule 2) issued at or prior to the Time of Sale (as defined below) and the subsection titled Statutory Prospectus (as defined below), all considered together (collectively, the “Determination Time of Offering Price,” Sale Disclosure Package”), nor (b) any individual Issuer Limited-Use Free Writing Prospectus(es) (as defined below), when considered together with the second and third sentences Time of Sale Disclosure Package, includes or included as of the subsection titled “Underwriting Discount,” and Time of Sale, any untrue statement of a material fact or omits or omitted as of the subsections titled “Price StabilizationTime of Sale to state any material fact necessary in order to make the statements therein, Short Positions,” “Determination in the light of Offering Price,” “Electronic Distribution” and “Selling Restrictions” the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Prospectus included in the section captioned “UnderwritingRegistration Statement or any Issuer Free Writing Prospectus based upon and in conformity with Underwriter Information furnished to the Company by the Underwriters specifically for use therein.” (iv) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the Offering or until any earlier date that the Company notified or notifies the Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or the Prospectus relating to the Securities or included, or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company has notified or will notify promptly the Underwriters so that any use of such Issuer Free Writing Prospectus may cease until it is promptly amended or supplemented by the Company, at its own expense, to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with Underwriter Information furnished to the Company by the Underwriters specifically for use therein. (v) As used herein, the terms set forth below shall have the following meanings:

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all respective times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and any post-effective amendments thereto become effective, and at the Prospectus contained Closing Time: 3.1.1. Neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, on such dates, do or will contain all any untrue statement of a material statements that are fact or omit to state any material fact required to be stated therein in accordance with or necessary to make the Act and the Regulations, and did or willstatements therein, in all material respectslight of the circumstances under which they were made, conform not misleading. The representation and warranty made in this Section 3.1(i) applies only to statements made or statements omitted in reliance upon and in conformity with written information furnished to the requirements Company by or on behalf of the Act and the Regulations. On the Effective Date and at the Time of Sale, Placement Agent expressly for use in the Registration Statement or Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Placement Agent consists solely of the Placement Agent’s Information. 3.1.2. The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, listed on Schedule II attached hereto, taken together as of the Applicable Time, did not, and on the Closing Date it will not, not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus, if any, listed on Schedule II attached hereto does not conflict with the date of information contained in the Registration Statement, any filing pursuant to Rule 424(b) and on the Closing DatePreliminary Prospectus, the Pricing Prospectus (or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented by and taken together with any supplement thereto) will the Pricing Prospectus as of the Applicable Time, did not include any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the this representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished applies only to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingPlacement Agent’s Information.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to (i) statements contained in the section captioned “Underwriting – Selling Restrictions – Canada” or (ii) statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names subsections of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting” captioned “Pricing of this Offering” and “Price Stabilization and Short Positions.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short PositionsPricing of Securities,” “Determination of Offering PriceCommissions and Discounts,” “Electronic DistributionRegulatory Restrictions on Purchase of Securities” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus Prospectus, or Prospectus Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection subsections titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” and “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” Underwriters, the second and third sentences sentence of the subsection first paragraph in the section titled “Underwriting – Underwriting Discount,” and relating to selling concessions, the subsections section titled “Underwriting – Price Stabilization, Short Positions,” “Determination relating to stabilizing transactions and the name of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in counsel to the Underwriters set forth under the section captioned titled “UnderwritingLegal Matters.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all respective times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and any post-effective amendments thereto become effective, and at the Closing Time: (i) The Registration Statement, the Prospectus contained or and any post-effective amendments thereto did and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, will in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, ; (ii) Neither the Registration Statement did notnor the Prospectus, nor any amendment or supplement thereto, on such dates, do or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1(ii) does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Placement Agent expressly for use in the Registration Statement or Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Placement Agent consists solely of the following disclosure contained in the “Plan of Distribution” section of the Prospectus: the table that shows the per share and total placement discounts and commissions, and the disclosure under the heading “Sales Outside the U.S.” (the “Placement Agent’s Information”). (iii) The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, listed on Schedule II attached hereto, taken together as of the Closing Date it will notApplicable Time, did not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus, if any, listed on Schedule II attached hereto does not conflict with the date of information contained in the Registration Statement, any filing pursuant to Rule 424(b) and on the Closing DatePreliminary Prospectus, the Pricing Prospectus (or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented by and taken together with any supplement thereto) will the Pricing Prospectus as of the Applicable Time, did not include any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the this representation and warranty made in this Section 2.3.1 does shall not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingPlacement Agent’s Information.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” Underwriters, the second and third sentences sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price StabilizationStablization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” Underwriters, the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Affiliations,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon the filing or first use (or within the meaning of the Regulations) of the Prospectus and at the effective time of any post-effective amendment to Closing Date and the Registration Statement) and at all times subsequent thereto up to the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus Statement and the Prospectus contained did or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on . At the date Time of any filing pursuant to Rule 424(b) and on the Closing DateSale, the Time of Sale Prospectus (together with any supplement thereto) will did not include contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not and will not contain an 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, Statement or the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it . It is agreed, shall consist solely of understood that the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included following identified statements set forth in the section captioned Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representative with respect to the Underwriters: the table of underwriters in the first paragraph of “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the table of underwriters in the first paragraph under the heading “Underwriting”, (ii) the first paragraph under the heading “Commissions and Discounts” included in the Section entitled “Underwriting”, and (iii) the names of the Underwriters and Underwriters, the subsection titled identity of counsel to the Underwriter contained in the section entitled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,Legal Matters” and the subsections paragraph titled “Price Stabilization, Short Positions,” “Determination Pricing of Offering Price,” “Electronic Distributionthis offering” and “Selling RestrictionsRegulatory Restrictions and Purchase of Securities” included in the section captioned entitled “Underwriting.”” October 25, 2017 Page 7 of 42

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date . As of any filing pursuant to Rule 424(b) and on the Closing Date and the Option Closing Date, if any, the Prospectus (together with any supplement thereto) did not and 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; and at . As of the Time of SaleApplicable Time, the Statutory Prospectus does did 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation . The representations and warranty warranties made in this Section 2.3.1 does 3.3.1 do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names of the Underwriters and the subsection titled appearing under “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,Underwriting” and the subsections titled (v) information under “Underwriting—Price Stabilization, Short Positions,Positions and Penalty Bids.” (“Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingUnderwriters’ Information”).”

10b-5 Representation. At (i) The Company represents that: (a) as of the time of effectiveness of Effective Date, the Registration Statement did; (or at b) as of the effective time of dates any post-effective amendment amendments to the Registration StatementStatement are declared effective, such post-effective amendments will; and (c) as of the date the Prospectus was filed with the Commission and at all times subsequent thereto up to as of the Closing DateDate and the Option Closing Date (if any), the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, ; comply in all material respects, conform to respects with the requirements of the Act and the Regulations. On ; and (ii) The Company represents that: (a) as of the Effective Date and at the Time of SaleDate, the Registration Statement Statement, together with all Permitted Free Writing Prospectus, did not; (b) as of the dates any post-effective amendments to the Registration Statement are declared effective, such post-effective amendments will not; and on (c) as of the date the Prospectus was filed with the Commission and as of the Closing Date it and the Option Closing Date (if any), the Prospectus will not, ; contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 2.4.1(ii) does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, the Statutory Prospectus Statement or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist . The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the names following disclosure contained in the “Underwriting” section of the Underwriters Prospectus: the first paragraph under the heading “Discounts and the subsection titled “Determination of Offering PriceCommissions,” the second and third sentences disclosure under the heading “Foreign Regulatory Restrictions on Purchase of Our Common Stock,” the subsection titled table following the first paragraph under the title “Underwriting Discount,Underwriting” and the subsections titled fifth and sixth sentences under the heading “Price StabilizationNature of Underwriting Commitment” (collectively, Short Positions,” the “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingUnderwriter’s Information”).”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus Statement contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and the Registration Statement, the Statutory Prospectus and the Prospectus did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters Underwriters, the third paragraph, the seventeenth paragraph, the subsequent bullets and the subsection titled eighteenth paragraph, in each case under “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting DiscountUnderwriting,” and the subsections section titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Underwriting – Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act do and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On The Registration Statement, as of the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date it or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, contain include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; on . The Sale Preliminary Prospectus, as of the date Time of any filing pursuant to Rule 424(b) and on the Closing DateSale, the Prospectus (together with any supplement thereto) will did 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist . The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters Underwriters, the information with respect to dealers’ concessions and the subsection titled “Determination of Offering Price,” reallowances contained in the second and third sentences sentence of the subsection titled eleventh paragraph of the section entitled “Underwriting Discount,Underwriting”, the information with respect to short positions and stabilizing transactions contained in the section entitled “Underwriting” and the subsections titled “Price Stabilization, Short Positions,” “Determination identity of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included counsel to the Underwriters contained in the section captioned entitled “UnderwritingLegal Matters” (such information, collectively, the “Underwriters’ Information”).”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all respective times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and any post-effective amendments thereto become effective (and at the Closing Date): (i) The Registration Statement, the Prospectus contained or and any post-effective amendments thereto did and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, will in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, ; (ii) Neither the Registration Statement did notnor the Prospectus, and nor any amendment or supplement thereto, on the Closing Date it such dates, do or will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 2.3.1(ii) does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, the Statutory Prospectus Statement or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist . The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of the names following disclosure contained in the “Underwriting” section of the Underwriters Prospectus: the first paragraph under the heading “Pricing of Securities,” (the “Underwriters’ Information”). (iii) Neither: (a) any Issuer General Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale (as defined below) and the subsection titled Statutory Prospectus (as defined below), all considered together (collectively, the “Determination Time of Offering Price,” Sale Disclosure Package”), nor (b) any individual Issuer Limited-Use Free Writing Prospectus(es) (as defined below), when considered together with the second and third sentences Time of Sale Disclosure Package, includes or included as of the subsection titled “Underwriting Discount,” and Time of Sale, any untrue statement of a material fact or omits or omitted as of the subsections titled “Price StabilizationTime of Sale to state any material fact necessary in order to make the statements therein, Short Positions,” “Determination in the light of Offering Price,” “Electronic Distribution” and “Selling Restrictions” the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Prospectus included in the section captioned “UnderwritingRegistration Statement or any Issuer Free Writing Prospectus based upon and in conformity with Underwriters’ Information furnished to the Company by the Representative specifically for use therein.” (iv) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the Offering or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or the Prospectus relating to the Securities or included, or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company has notified or will notify promptly the Representative so that any use of such Issuer Free Writing Prospectus may cease until it is promptly amended or supplemented by the Company, at its own expense, to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with Underwriters’ Information furnished to the Company by the Representative specifically for use therein. (v) As used herein, the terms set forth below shall have the following meanings:

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters Underwriters, the fourth and the subsection titled seventh paragraphs under “Determination of Offering PriceUnderwriting,” the second sixteenth paragraph, the subsequent bullets, the seventeenth and third sentences of the subsection titled twenty-first paragraphs under “Underwriting DiscountUnderwriting,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and subsection entitled “Selling Restrictions” included in the section captioned under “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” Underwriters, the second and third sentences sentence of the subsection titled third paragraph included in the section captioned “Underwriting Discount,” Underwriting”, the third sentence of the eighth paragraph included in the section captioned “Underwriting”, and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and Underwriters, the subsection titled identity of counsel to the Underwriter contained in the section entitled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,Legal Matters” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” 4th paragraph included in the section captioned entitled “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon the filing or first use (or within the meaning of the Regulations) of the Prospectus and at the effective time of any post-effective amendment to Closing Date and the Registration Statement) and at all times subsequent thereto up to the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus Statement and the Prospectus contained did or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on . At the date Time of any filing pursuant to Rule 424(b) and on the Closing DateSale, the Time of Sale Prospectus (together with any supplement thereto) will did not include contain any untrue statement of a material fact or omit to state a 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 Prospectus, as of its date and at as of the Time of SaleClosing Date and the Option Closing Date, the Statutory Prospectus does if any, did not include any and will not contain an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus Statement or Prospectus or any amendment thereof or supplement thereto. It is understood the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, which informationfor the purposes of this Agreement, it is agreedinformation furnished by the Representative with respect to the Underwriters: (i) the table of underwriters in the second paragraph of “Underwriting”, shall consist solely of (ii) the names of table setting forth the Underwriters Underwriter Discounts and Commissions and (iii) the subsection titled subsections “Determination of Offering PriceRepresentative Shares,” the second and third sentences of the subsection titled “Underwriting DiscountRepresentative Warrants,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingBusiness Combination Marketing Agreement.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names subsections of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting” captioned “Pricing of this Offering” and “Regulatory Restrictions on Purchase of Securities.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the becomes effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus Statement and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date Regulations and at the Time of Sale, neither the Registration Statement did notnor the Prospectus, and nor any amendment or supplement thereto, on the Closing Date it such dates, will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; . When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and at when any amendment thereof or supplement thereto was first filed with the Time Commission, such Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Prospectus to comply in all material respects with the applicable provisions of Sale, the Statutory Prospectus does Act and the Regulations and did not include any and will not contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, the Statutory Prospectus Statement or Prospectus or any amendment thereof or supplement thereto, which information, it . It is agreed, shall consist solely of understood that the names of statements set forth in the Underwriters and Prospectus under the subsection titled heading “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting DiscountUnderwriting,” and the subsections titled identity of counsel to the Underwriters under the heading “Price Stabilization, Short PositionsLegal Matters,” “Determination constitute for the purposes of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in this Section 2.3.1, information furnished by the section captioned “UnderwritingRepresentative with respect to the Underwriters.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all respective times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and any post-effective amendments thereto become effective, and at the Closing Time: (i) The Registration Statement, the Prospectus contained or and any post-effective amendments thereto did and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, will in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, ; (ii) Neither the Registration Statement did notnor the Prospectus, nor any amendment or supplement thereto, on such dates, do or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1(ii) does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter expressly for use in the Registration Statement or Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriter consists solely of the following disclosure contained in the “Plan of Distribution” section of the Prospectus: the table that shows the per share and total underwriting discounts and commissions, and the disclosure under the heading “Sales Outside the U.S.” (the “Underwriter’s Information”). (iii) The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, listed on Schedule II attached hereto, taken together as of the Closing Date it will notApplicable Time, did not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus, if any, listed on Schedule III attached hereto does not conflict with the date of information contained in the Registration Statement, any filing pursuant to Rule 424(b) and on the Closing DatePreliminary Prospectus, the Pricing Prospectus (or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented by and taken together with any supplement thereto) will the Pricing Prospectus as of the Applicable Time, did not include any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the this representation and warranty made in this Section 2.3.1 does shall not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingUnderwriter’s Information.”

10b-5 Representation. At On the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Effective Date, the Registration StatementStatement did, the Statutory Prospectus and when the Prospectus contained or will contain all material statements that are required to be stated therein is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Units are purchased, if such date is not the Closing Date (an “Option Closing Date”), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On Rules; on the Effective Date and at the Time of SaleClosing Date and each Option Closing Date, if any, the Registration Statement did not, not and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Option Closing Date, if any, the 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; and at . At the Time of Saletime it was first filed with the Commission (the “Applicable Time”), the Statutory Prospectus does not did, and on the Closing Date will, comply in all material respects with the applicable requirements of the Securities Act and the Rules; at the Applicable Time, the Statutory Prospectus did not, and at the Closing Date 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters Underwriter by the Underwriters Underwriter expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus the Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus Prospectus, or Prospectus Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled subsections entitled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” Underwriters, the second and third sentences of the subsection titled “Underwriting DiscountCommissions and Discounts,” and the subsections titled “Price Stabilization, Short PositionsRegulatory Restrictions on Purchase of Securities,” “Determination Pricing of Offering Price,” “Electronic DistributionSecurities” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by or on behalf of the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names subsection captioned “Pricing of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictionsthis Offering” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement Effective Date (or at the effective time of any post-effective amendment to the Registration StatementStatement subsequent to the Effective Date) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On At the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus General Disclosure Package does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with with, written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, the Statutory Prospectus General Disclosure Package, or Prospectus Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the following (the “Underwriter Information”): the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection subsections titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” and “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting”.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleApplicable Time, the Registration Statement Statement, the Statutory Prospectus and Prospectus did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on . As of the date of any filing pursuant to Rule 424(b) Closing Date and on the Option Closing Date, if any, the Statutory Prospectus and the Prospectus (together with any supplement thereto) did not and 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; . The representations and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty warranties made in this Section 2.3.1 does do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished by the Underwriter to the Company with respect to the Underwriters by the Underwriters Underwriter, expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names name and address of the Underwriters Underwriter, (ii) the second sentence of the first paragraph under “Underwriting,” (iii) the fourth and seventh paragraphs under “Underwriting,” (iv) the subsection titled statements in “Underwriting—Determination of Offering Price,” and (v) the second and third sentences of the subsection titled first paragraph under “Underwriting Discount,” and the subsections titled “Price Underwriting—Stabilization, Short Positions,Positions and Penalty Bids.” (“Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingUnderwriter’s Information”).”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the table of underwriters in the first paragraph under the heading “Underwriting”, (ii) the first paragraph under the heading “Commissions and Discounts” included in the Section entitled “Underwriting”, and (iii) the names of the Underwriters and Underwriters, the subsection titled identity of counsel to the Underwriter contained in the section entitled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,Legal Matters” and the subsections paragraph titled “Price Stabilization, Short Positions,” “Determination Pricing of Offering Price,” “Electronic Distributionthis offering” and “Selling RestrictionsRegulatory Restrictions and Purchase of Securities” included in the section captioned entitled “Underwriting.”” EarlyBirdCapital, Inc.[l], 2017Page 7 of 41

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date . As of any filing pursuant to Rule 424(b) and on its date, the Closing Date and the Option Closing Date, if any, the Prospectus (together with any supplement thereto) did not and 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; and at . At the Time of SaleApplicable Time, the Statutory Prospectus does did 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation . The representations and warranty warranties made in this Section 2.3.1 does do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters Underwriters, by the Underwriters Managing Underwriter, expressly for use in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names and addresses of the Underwriters Underwriters, (ii) the [fourth and sixth] paragraphs under “Underwriting,” (iii) the subsection titled statements in “Underwriting—Determination of Offering Price,” and (iv) the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned [first paragraph] under “Underwriting—Short Positions and Penalty Bids.” (“Underwriters Information”).

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does did 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingPricing of Securities.”

10b-5 Representation. At On the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Effective Date, the Registration StatementStatement did, the Statutory Prospectus and when the Prospectus contained or will contain all material statements that are required to be stated therein is first filed in accordance with Rule 424(b) and on the Act Closing Date (as defined herein) and on any date on which Option Units are purchased, if such date is not the RegulationsClosing Date (an “Option Closing Date”), the Prospectus (and did or any supplements thereto) will, comply in all material respects, conform to respects with the applicable requirements of the Act and the Regulations. On Rules; on the Effective Date and at the Time of SaleClosing Date and each Option Closing Date, if any, the Registration Statement did not, not and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Option Closing Date, if any, the 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; and at . At the Time of SaleApplicable Time, the Statutory Prospectus does not did, and on the Closing Date will, comply in all material respects with the applicable requirements of the Act and the Rules; at the Applicable Time, the Statutory Prospectus did not, and at the Closing Date 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 light of the circumstances under which they were made, not misleading; provided, however, . Nothing has come to the attention of the Company that has caused the Company to believe that the representation and warranty made market-related data included in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” Prospectus is not based on or derived from sources that are reliable and accurate (in accordance with the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included methodologies used to derive such market-related data set forth in the section captioned “Underwritingunderlying source material) in all material respects.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and Underwriters, the subsection titled identity of counsel to the Underwriter contained in the section entitled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,Legal Matters” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” 4th paragraph included in the section captioned entitled “Underwriting.”” [___________], 2016

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 2.4.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus Prospectus, or Prospectus Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and Underwriters, the second sentence of the fourth paragraph included in the section captioned “Underwriting”, the first paragraph under the subsection titled “Determination Regulatory Restrictions on Purchase of Offering PriceSecurities,” the second and third sentences of paragraph under the subsection titled “Underwriting DiscountOther Activities and Relationships,” and the subsections notices included under the subsection titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date . As of any filing pursuant to Rule 424(b) and on its date, the Closing Date and the Option Closing Date, if any, the Prospectus (together with any supplement thereto) did not and 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; and at . At the Time of SaleApplicable Time, the Statutory Prospectus does did 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation . The representations and warranty warranties made in this Section 2.3.1 does do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters Underwriter, by the Underwriters Underwriter, expressly for use in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names and addresses of the Underwriters Underwriter, (ii) the [fourth and sixth] paragraphs under “Underwriting,” (iii) the subsection titled statements in “Underwriting—Determination of Offering Price,” and (iv) the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned [first paragraph] under “Underwriting—Short Positions and Penalty Bids.” (“Underwriters Information”).

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” Underwriters, the second and third sentences sentence of the subsection titled third paragraph included in the section captioned “Underwriting Discount,” Underwriting”, the third sentence of the ninth paragraph included in the section captioned “Underwriting”, and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all respective times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and any post-effective amendments thereto become effective, and at the Closing Time: (i) The Registration Statement, the Prospectus contained or and any post-effective amendments thereto did and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, will in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, ; (ii) Neither the Registration Statement did notnor the Prospectus, nor any amendment or supplement thereto, on such dates, do or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1(ii) does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter expressly for use in the Registration Statement or Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriter consists solely of the following disclosure contained in the “Plan of Distribution” section of the Prospectus: the table that shows the per share and total placement discounts and commissions, and the disclosure under the heading “Sales Outside the U.S.” (the “Underwriter’s Information”). (iii) The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, listed on Schedule II attached hereto, taken together as of the Closing Date it will notApplicable Time, did not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus, if any, listed on Schedule II attached hereto does not conflict with the date of information contained in the Registration Statement, any filing pursuant to Rule 424(b) and on the Closing DatePreliminary Prospectus, the Pricing Prospectus (or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented by and taken together with any supplement thereto) will the Pricing Prospectus as of the Applicable Time, did not include any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the this representation and warranty made in this Section 2.3.1 does shall not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingUnderwriter’s Information.”

10b-5 Representation. At the time of effectiveness of the Registration Statement and any Rule 462(b) Registration Statement (or at the effective time of any post-effective amendment to the Registration StatementStatement became effective) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus Rule 462(b) Registration Statement and the Prospectus any amendments or supplements thereto as of their applicable effective dates contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did conformed or willwill conform, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it as of their applicable filing dates and effective dates, did not and will not, not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; . Neither the Prospectus, nor any amendment or supplement thereto, on their respective dates and at the Closing Date and Option Closing Date, if any, nor the Sale Preliminary Prospectus as of the Time of Sale, the Statutory Prospectus does not include Sale (or such subsequent Time of Sale pursuant to Section 2.1.1) contained or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied and will comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an 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, in light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information (the "UNDERWRITERS' INFORMATION") furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, the Statutory Sale Preliminary Prospectus or Prospectus or any amendment thereof or supplement thereto, which informationUnderwriters' Information, it is agreed, shall consist solely of the names of the Underwriters several Underwriters, the amount of selling concession and reallowance per Unit, and the subsection titled “Determination of Offering Price,” the second [third and third sentences fourth paragraph] on page [71] of the subsection titled “Underwriting Discount,” Prospectus relating to and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” covering stabilizing transactions and “Selling Restrictions” included in the section captioned “Underwritingpenalty bids.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon the filing or first use (or within the meaning of the Regulations) of the Prospectus and at the effective time of any post-effective amendment to Closing Date and the Registration Statement) and at all times subsequent thereto up to the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus Statement and the Prospectus contained did or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on . At the date Time of any filing pursuant to Rule 424(b) and on the Closing DateSale, the Time of Sale Prospectus (together with any supplement thereto) will did not include contain any untrue statement of a material fact or omit to state a 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 Prospectus, as of its date and at as of the Time of SaleClosing Date and the Option Closing Date, the Statutory Prospectus does if any, did not include any and will not contain an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, Statement or the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, which informationfor the purposes of this Agreement, it is agreedinformation furnished by the Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting”, shall consist solely of (ii) the names of the Underwriters and the subsection subsections titled “Determination of Offering Price,” the second and third sentences of the subsection titled ”, “Underwriting Discount,” and the subsections titled “Price Stabilization”, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” ”, “Other Activities and “Selling RestrictionsRelationship” included in the section captioned “Underwriting”, and (iii) each of the notices to investors in the subsection captioned “Selling Restrictions.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon the filing or first use (or within the meaning of the Regulations) of the Prospectus and at the effective time of any post-effective amendment to Closing Date and the Registration Statement) and at all times subsequent thereto up to the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus Statement and the Prospectus contained did or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on . At the date Time of any filing pursuant to Rule 424(b) and on the Closing DateSale, the Time of Sale Prospectus (together with any supplement thereto) will did not include contain any untrue statement of a material fact or omit to state a 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 Prospectus, as of its date and at as of the Time of SaleClosing Date and the Option Closing Date, the Statutory Prospectus does if any, did not include any and will not contain an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, the Statutory Prospectus Statement or Prospectus or any amendment thereof or supplement thereto. It is understood the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, which informationfor the purposes of this Agreement, it is agreedinformation furnished by the Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting”, shall consist solely (ii) the first paragraph under the heading “Pricing of This Offering” and (iii) the names of the Underwriters subsections “Commissions and the subsection titled “Determination of Offering PriceDiscounts,” the second and third sentences of the subsection titled “Underwriting DiscountRepresentative Shares,” “Representative Warrants,” and the subsections titled “Price Stabilization, Short Positions,” “Determination Regulatory Restrictions on Purchase of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingSecurities”.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc.February 10, 2021Page 8 of 41

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all respective times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and any post-effective amendments thereto become effective (and at the Closing Date): (i) The Registration Statement, the Prospectus contained or and any post-effective amendments thereto did and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, will in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, ; (ii) Neither the Registration Statement did notnor the Prospectus, and nor any amendment or supplement thereto, on the Closing Date it such dates, do or will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 2.3.1(ii) does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Underwriter expressly for use in the Registration Statement, the Statutory Prospectus Statement or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist . The parties acknowledge and agree that such information provided by or on behalf of the Underwriter consists solely of the names following disclosure contained in the “Placement” section of the Underwriters Prospectus: the first paragraph under the heading “Pricing of Securities” (the “Underwriter Information”). (iii) Neither: (a) any Issuer General Free Writing Prospectus(es) (as defined below and attached herein as Schedule 2) issued at or prior to the Time of Sale (as defined below) and the subsection titled Statutory Prospectus (as defined below), all considered together (collectively, the “Determination Time of Offering Price,” Sale Disclosure Package”), nor (b) any individual Issuer Limited-Use Free Writing Prospectus(es) (as defined below), when considered together with the second and third sentences Time of Sale Disclosure Package, includes or included as of the subsection titled “Underwriting Discount,” and Time of Sale, any untrue statement of a material fact or omits or omitted as of the subsections titled “Price StabilizationTime of Sale to state any material fact necessary in order to make the statements therein, Short Positions,” “Determination in the light of Offering Price,” “Electronic Distribution” and “Selling Restrictions” the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Prospectus included in the section captioned “UnderwritingRegistration Statement or any Issuer Free Writing Prospectus based upon and in conformity with Underwriter Information furnished to the Company by the Underwriter specifically for use therein.” (iv) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the Offering or until any earlier date that the Company notified or notifies the Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or the Prospectus relating to the Securities or included, or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company has notified or will notify promptly the Underwriter so that any use of such Issuer Free Writing Prospectus may cease until it is promptly amended or supplemented by the Company, at its own expense, to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with Underwriter Information furnished to the Company by the Underwriter specifically for use therein. (v) As used herein, the terms set forth below shall have the following meanings:

10b-5 Representation. At the time of effectiveness of the Registration Statement and any Rule 462(b) Registration Statement (or at the effective time of any post-effective amendment to the Registration StatementStatement became effective) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus Rule 462(b) Registration Statement and the Prospectus any amendments or supplements thereto as of their applicable effective dates contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did conformed or willwill conform, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it as of their applicable filing dates and effective dates, did not and will not, not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; . Neither the Prospectus, nor any amendment or supplement thereto, on their respective dates and at the Closing Date and Option Closing Date, if any, nor the Sale Preliminary Prospectus as of the Time of Sale, the Statutory Prospectus does not include Sale (or such subsequent Time of Sale pursuant to Section 2.1.1) contained or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied and will comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an 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, in light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information (the "UNDERWRITERS' INFORMATION") furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, the Statutory Sale Preliminary Prospectus or Prospectus or any amendment thereof or supplement thereto, which informationUnderwriters' Information, it is agreed, shall consist solely of of: (i) the names of the Underwriters several Underwriters, (ii) the amount of selling concession and reallowance per Unit, (iii) the subsection titled “Determination of Offering Price,” the second third, fourth and third sentences fifth full paragraphs on page _____ of the subsection titled “Underwriting Discount,” Prospectus relating to and covering: (A) confirmation of sales to discretionary accounts and (B) stabilizing transactions and penalty bids and (iv) the subsections titled “Price Stabilization, Short Positions,” “Determination disclosure contained under the heading "Foreign Regulatory Restrictions on Purchase of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in Units" beginning on page _____ of the section captioned “UnderwritingProspectus.”

10b-5 Representation. At (i) The Company represents that: (a) as of the time of effectiveness of Effective Date, the Registration Statement did; (or at b) as of the effective time of dates any post-effective amendment amendments to the Registration StatementStatement are declared effective, such post-effective amendments will; and (c) as of the date the Prospectus was filed with the Commission and at all times subsequent thereto up to as of the Closing DateDate and the Option Closing Date (if any), the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, ; comply in all material respects, conform to respects with the requirements of the Act and the Regulations. On ; and (ii) The Company represents that: (a) as of the Effective Date and at the Time of SaleDate, the Registration Statement did not; (b) as of the dates any post-effective amendments to the Registration Statement are declared effective, such post-effective amendments will not; and on (c) as of the date the Prospectus was filed with the Commission and as of the Closing Date it and the Option Closing Date (if any), the Prospectus will not, ; contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 2.4.1(ii) does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Representative expressly for use in the Registration Statement, the Statutory Prospectus Statement or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist . The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the names following disclosure contained in the “Underwriting” section of the Underwriters Prospectus: the first paragraph under the heading “Discounts and the subsection titled “Determination of Offering PriceCommissions,” the second and third sentences disclosure under the heading “Foreign Regulatory Restrictions on Purchase of Our Common Stock,” the subsection titled table following the first paragraph under the title “Underwriting Discount,Underwriting” and the subsections titled fifth and sixth sentences under the heading “Price StabilizationNature of Underwriting Commitment” (collectively, Short Positions,” the “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingUnderwriter’s Information”).”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date . As of any filing pursuant to Rule 424(b) and on its date, the Closing Date and the Option Closing Date, if any, the Prospectus (together with any supplement thereto) did not and 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; and at . At the Time of SaleApplicable Time, the Statutory Prospectus does did 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation . The representations and warranty warranties made in this Section 2.3.1 does do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters or Chardan by the Underwriters or Chardan, as the case may be, expressly for use in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names and addresses of the Underwriters and Chardan, (ii) the subsection titled fourth and sixth paragraphs under “Underwriting,” (iii) the statements in “Underwriting -- Conflicts of Interest,” (iv) the statements in “Underwriting—Determination of Offering Price,” and (v) the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned first paragraph under “Underwriting—Short Positions and Penalty Bids.” (“Underwriters Information”).

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleApplicable Time, the Registration Statement Statement, the Statutory Prospectus and Prospectus did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on . As of the date of any filing pursuant to Rule 424(b) Closing Date and on the Option Closing Date, if any, the Statutory Prospectus and the Prospectus (together with any supplement thereto) did not and 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; . The representations and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty warranties made in this Section 2.3.1 does do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished by the Underwriters to the Company with respect to the Underwriters by the Underwriters Underwriters, expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names and addresses of the Underwriters Underwriters, (ii) the second sentence of the first paragraph under “Underwriting,” (iii) the fourth and seventh paragraphs under “Underwriting,” (iv) the subsection titled statements in “Underwriting—Determination of Offering Price,” and (v) the second and third sentences of the subsection titled first paragraph under “Underwriting Discount,” and the subsections titled “Price Underwriting—Stabilization, Short Positions,Positions and Penalty Bids.” (“Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingUnderwriters’ Information”).”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all respective times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and any post-effective amendments thereto become effective (and at the Closing Date and the Option Closing Date, if any): (i) The Registration Statement, the Prospectus, the Time of Sale Prospectus contained or and any post-effective amendments thereto did and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, will in all material respects, respects conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the ; (ii) The Registration Statement did not when it became effective, does not and will not, and on at the Closing Date it will not, and any Option Closing Date contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on . The Time of Sale Prospectus at the date Time of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will Sale did not include any contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made. Each Issuer Free Writing Prospectus (including any broadly available road show materials), not misleading; and when considered together with the Time of Sale Prospectus at the Time of Sale, the Statutory Prospectus does did not include any contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in order light of the circumstances under which they were made. The Prospectus will not, as of its date and at the Closing Date and any Option Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section 2.3.1 2.3.1(ii) does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters Underwriter expressly for use in the Registration Statement, the Statutory Prospectus Statement or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist . The parties acknowledge and agree that such information provided by or on behalf of the Underwriter consists solely of the names following disclosure contained in the “Underwriting” section of the Underwriters and Prospectus: the subsection titled “Determination of Offering Price,” first paragraph under the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned heading “Underwriting” (the “Underwriter’s Information”).”

10b-5 Representation. At (1) The Registration Statement and Post-Effective Amendment, at the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Dateit became effective, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, complied in all material respects, conform to respects with the requirements of the Act and the Regulations. On . (2) The Registration Statement and the Post-Effective Date Amendment, when they became effective, and any amendment or supplement thereto, did not contain and, at the Time Closing Date, will not contain, any untrue statement of Salea material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the Registration Statement did notcircumstances under which they were made, not misleading, and on the Prospectus when filed with the Commission does not contain and, at the Closing Date it Date, will not, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; . The representation and warranty made in this Section 2(c)(i)(2) does not apply to statements made or statements omitted in reliance upon and in conformity with written information with respect to the Underwriter furnished to the Company by the Underwriter expressly for use in the Registration Statement, the Post-Effective Amendment or Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the date Underwriter consists solely of any filing pursuant to Rule 424(b) and on the Closing Date, disclosure contained in the “Underwriting” section of the Prospectus (collectively, the “Underwriter’s Information”). (3) The General Disclosure Package (as defined below), when taken together as a whole with any supplement thereto) will the Prospectus (collectively, the “Disclosure Materials”), does not include contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 . The preceding sentence does not apply to statements made in or statements omitted in reliance omissions from the Disclosure Materials based upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingUnderwriter’s Information.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination Regulatory Restrictions on Purchase of Offering PriceSecurities,” “Electronic Distribution,” “Other Activities and Relationships,” and “Selling Restrictions” included in the section captioned “Underwriting.”

10b-5 Representation. At the time of effectiveness of Original Effective Date, at the Registration Statement Effective Date (or at the effective time of any post-effective amendment to the Registration StatementStatement subsequent to the Effective Date) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On At the Original Effective Date, at the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus General Disclosure Package does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with with, written information furnished to the Company with respect to the Underwriters by the Underwriters Representatives expressly for use in the Registration Statement, the Statutory Prospectus General Disclosure Package, or Prospectus Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the following (the “Underwriter Information”): the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection subsections titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” and “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting”.”

10b-5 Representation. At the time of effectiveness of the (i) The Registration Statement (or at and the effective time of Prospectus and any post-effective amendment to the Registration Statement) and at all times subsequent amendments thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to respects comply with the requirements of the Act and the Regulations. On the Effective Date . (a) The Registration Statement, when it became effective, and any amendment or supplement thereto, did not contain and, at the Time of SaleClosing Date, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on , and (b) the date of any filing pursuant to Rule 424(b) and on Prospectus when filed with the Commission does not contain and, at the Closing Date, the Prospectus (together with any supplement thereto) will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1(ii) does not apply to statements made or statements omitted in reliance upon and in conformity with written information with respect to the Underwriter furnished to the Company by the Underwriter expressly for use in the Registration Statement or Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of any of the Underwriter consists solely of the disclosure contained in the “Underwriting” section of the Prospectus (collectively, the “Underwriter’s Information”). (iii) The road show presentation and materials (collectively, the “Disclosure Materials”), do 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 . The preceding sentence does not apply to statements made in or statements omitted in reliance omissions from the Disclosure Materials based upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly Underwriter specifically for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which informationtherein, it is agreed, shall consist solely being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included Underwriter’s Information described as such in the section captioned “UnderwritingSection 2.3.1(ii) hereof.”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the 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; and at the Time of Sale, the Statutory Prospectus does 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc.October 11, 2018Page 8 of 44

10b-5 Representation. At the time of effectiveness of the Registration Statement at [TIME] [a.m./p.m.], Eastern time (or at the effective time of any post-effective amendment to the Registration Statement) ), on the date of this Agreement, and at all times subsequent thereto up to the Closing Date, as the case may be, the Registration Statement, the Statutory Prospectus Statement and the Prospectus any post-effective amendment thereto contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date . As of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) did not and 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; and at the Time . As of Saleits date of filing, the Statutory Prospectus does did 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation . The representations and warranty warranties made in this Section 2.3.1 does 3.3.1 do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second and third sentences of the subsection titled QIU appearing under “Underwriting Discount(Conflicts of Interest)”, (ii) the [fourth] paragraph under “Underwriting (Conflicts of Interest),” and (iii) the subsections titled statements in “Price Stabilization, Short Positions,” “Determination Underwriting (Conflicts of Offering Price,” “Electronic DistributionInterest) – Conflicts of Interest” and “Selling Restrictions” included similar statements in the section captioned [sixth] paragraph of the cover and “UnderwritingProspectus Summary – The Offering – Conflicts of Interest”, excluding statements expressing the number of shares of Common Stock held by the Representative and its associated persons as a percentage of outstanding shares of Common Stock prior to the Offering (“Underwriters’ Information”).”

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of SaleDate, the Registration Statement did not, and on the Closing Date it will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date . As of any filing pursuant to Rule 424(b) and on the Closing Date and the Option Closing Date, if any, the Prospectus (together with any supplement thereto) did not and 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; and at the Time . As of Saleits date of filing, the Statutory Prospectus does did 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 light of the circumstances under which they were made, not misleading; provided, however, that the representation . The representations and warranty warranties made in this Section 2.3.1 does 3.3.1 do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names of the Underwriters and the subsection titled QIU appearing under “Determination Underwriting”, (ii) the [fourth and sixth] paragraphs under “Underwriting (Conflicts of Interest),” (iii) the statements in “Underwriting (Conflicts of Interest) – Conflicts of Interest” and similar statements on the third paragraph of the cover and “Summary – Conflicts of Interest”, excluding statements expressing the number of shares of Common Stock held by the Representative and its associated persons as a percentage of outstanding shares of Common Stock prior to the Offering, (iv) the statements in “Underwriting (Conflicts of Interest)—Determination of Offering Price,” and (v) the second and third sentences of the subsection titled first paragraph under “Underwriting Discount,(Conflicts of Interest)—Short Positions and Penalty Bids.” and the subsections titled (“Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “UnderwritingUnderwriters’ Information”).”