Common use of Absence of Fiduciary Relationship Clause in Contracts

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; (e) it waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters underwriter in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives Underwriters have been retained solely to act as underwriters in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company Company, on the one hand, and the Representatives Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has Underwriters have advised or is are advising the Company on other matters; (b) the price of the Stock Securities set forth in this Agreement was established by the Company following discussions and arms-arm’s length negotiations with the RepresentativesUnderwriters, and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Company has been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representative and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges Transferor and agrees the Bank acknowledge and agree that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives Underwriters have been retained solely to act as underwriters in connection with the sale of the Stock Notes and that no fiduciary, advisory or agency relationship between the Company Transferor, the Bank and the Representatives Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has Underwriters have advised or is are advising the Company Transferor or the Bank on other matters; (b) the price of the Stock Notes set forth in this Agreement was established by the Company Transferor and the Bank following discussions and arms-length negotiations with the RepresentativesUnderwriters, the Transferor and the Company is Bank are capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has they have been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Transferor and the Bank and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company Transferor or the Bank by virtue of any fiduciary, advisory or agency relationship; and (d) it waivesthey waive, to the fullest extent permitted by law, any claims it they may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representatives Underwriters shall have no liability (whether direct or indirect) to the Company Transferor or the Bank in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the CompanyTransferor or the Bank, including stockholders, employees or creditors of the CompanyTransferor and the Bank.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives Underwriters have been retained solely to act as underwriters in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives Underwriters has been created in respect of any of the transactions contemplated by this AgreementAgreement or the process leading thereto, irrespective of whether any of the Representatives Underwriters has advised or is advising the Company on other matters; (b) the price of the Stock Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it they may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Companyduty.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives Underwriters have been retained solely to act as underwriters in connection with the sale of the Stock Shares and that no fiduciary, advisory or agency relationship between the Company and the Representatives Underwriters has been created in respect of any of the transactions contemplated by this AgreementAgreement or the process leading thereto, irrespective of whether any of the Representatives Underwriters has advised or is advising the Company on other matters; (b) the price of the Stock Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it they may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Companyduty.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representative and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; (e) it waives to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have each Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Offering and no fiduciary, advisory or agency relationship between the Company and the Representatives Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Aegis Capital Corp. has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the The Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Prospectus, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; (b) the The price of the Stock Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it The Company has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it The Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty or claim on behalf of or in right of if the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representative and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives Underwriters have been retained solely to act as underwriters in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company Company, on the one hand, and the Representatives Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has Underwriters have advised or is are advising the Company on other matters; (b) the price of the Stock Securities set forth in this Agreement was established by the Company following discussions and arms-length arms’-length negotiations with the RepresentativesUnderwriters, and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it The Company has been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Stock Securities and no fiduciary, advisory or agency relationship between the Company and the Representatives Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Underwriter has advised or is advising the Company on other matters; (b) the price of the Stock Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesUnderwriter, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Underwriter has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters underwriter in connection with the sale of the Stock Public Units and no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Stock Public Units set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Securities and no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has advised or is advising the Company on other matters; (b) the price of the Stock Securities set forth in this Agreement was established by the Company following discussions and armsarm’s-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriterthe Placement Agent’s responsibility to the Company is solely contractual in nature, the Representatives have Placement Agent has been retained solely to act as underwriters Placement Agent in connection with the sale of the Stock Offering and no fiduciary, advisory or agency relationship between the Company and the Representatives Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Placement Agent has advised or is advising the Company on other matters; (b) the price of the Stock Units set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesPlacement Agent, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Placement Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Placement Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Placement Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Offered Securities and no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Final Prospectus, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; (b) the price of the Stock Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s The Underwriters’ responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is are advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters underwriter in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representative and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives Underwriters have been retained solely to act as underwriters in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company Company, on the one hand, and the Representatives Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has Underwriters have advised or is are advising the Company on other matters; (b) the price of the Stock Securities set forth in this Agreement was established by the Company following discussions and arms-length arms’-length negotiations with the RepresentativesUnderwriters, and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Company has been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; (e) it waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives Underwriters have been retained solely to act as underwriters in connection with the sale of the Stock Notes and that no fiduciary, advisory or agency relationship between the Company and the Representatives Underwriters has been created in respect of any of the transactions contemplated by this AgreementAgreement or the process leading thereto, irrespective of whether any of the Representatives Underwriters has advised or is advising the Company on other matters; (b) the price of the Stock Notes set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it they may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Companyduty.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives Representative have been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives has Representative have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives Representative and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Underwriter has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesUnderwriter, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Underwriter has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriterthe Placement Agent’s responsibility to the Company is solely contractual in nature, the Representatives have Placement Agent has been retained solely to act as underwriters Placement Agent in connection with the sale of the Stock Offering and no fiduciary, advisory or agency relationship between the Company and the Representatives Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Placement Agent has advised or is advising the Company on other matters; (b) the price of the Stock Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesPlacement Agent, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Placement Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Placement Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Placement Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives Underwriters have been retained solely to act as underwriters in connection with the sale of the Stock Notes and that no fiduciary, advisory or agency relationship between the Company and the Representatives has Underwriters have been created in respect of any of the transactions contemplated by this Underwriting Agreement, irrespective of whether any of the Representatives has Underwriters have advised or is are advising the Company on other matters; (b) the price of the Stock Notes set forth in this Agreement the final term sheet attached as Annex A to Schedule II hereto was established by the Company following discussions and arms-length negotiations with the Representatives, Underwriters and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Underwriting Agreement; (c) it the Company has been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have each Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Offering and no fiduciary, advisory or agency relationship between the Company and the Representatives such Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; (b) the price of the Stock Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that each of the Representatives Underwriters and each of their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and armsarm’s-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has Representative have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representative and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Shares and that no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Shares set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; (e) it waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that that, to the fullest extent permitted by law, the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Public Units and no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is advising the Company on other matters; (b) the price of the Stock Public Units set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Underwriter has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Underwriter and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Underwriter has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriterthe Placement Agent’s responsibility to the Company is solely contractual in nature, the Representatives have Placement Agent has been retained solely to act as underwriters placement agent in connection with the sale of the Stock Offering and no fiduciary, advisory or agency relationship between the Company and the Representatives Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Placement Agent has advised or is are advising the Company on other matters; (b) the price of the Stock Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesPlacement Agent, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Placement Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Placement Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Placement Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; (e) it waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Offering and no fiduciary, advisory or agency relationship between the Company and the Representatives such Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any underwriter or any of the Representatives its affiliates has advised or is advising the Company on other matters; (b) the price of the Stock Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesUnderwriter, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Underwriter and their its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Underwriter has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in natureRepresentative, on behalf of the Representatives Underwriters, have been retained solely to act as underwriters in connection with the sale of the Stock Shares and that no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has Representative have advised or is are advising the Company on other matters; (b) the price of the Stock Shares set forth in this Agreement was established by the Company following discussions and arms-arm’s length negotiations with the Representatives, Representative and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Company has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative, on behalf of themselves and the other Underwriters, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall Representative, on behalf of themselves and the other Underwriters, have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives Representative have been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Stock Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Representative have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representative and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; (e) it waives to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length arms‑length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters underwriter in connection with the sale of the Stock Securities and no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Stock Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s the Underwriters’ responsibility to the Company is solely contractual in nature, the Representatives Underwriters have been retained solely to act as underwriters Underwriters in connection with the sale of the Stock Offering and no fiduciary, advisory or agency relationship between the Company and the Representatives has Underwriters have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has Underwriters have advised or is are advising the Company on other matters; (b) the price of the Stock Shares set forth in this Agreement was established by the Company following discussions and armsarm’s-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is are capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives Underwriters have been retained solely to act as underwriters in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company Company, on the one hand, and the Representatives Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has Underwriters have advised or is are advising the Company on other matters; (b) the price of the Stock Securities set forth in this Agreement was established by the Company following discussions and arms-’ length negotiations with the RepresentativesUnderwriters, and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Company has been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; (e) it waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives Underwriters have been retained solely to act as underwriters in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company Company, on the one hand, and the Representatives Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has Underwriters have advised or is are advising the Company on other matters; (b) the price of the Stock Securities set forth in this Agreement was established by the Company following discussions and arms-arm’s length negotiations with the RepresentativesUnderwriters, and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it The Company has been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriterthe Placement Agent’s responsibility to the Company is solely contractual in nature, the Representatives have Placement Agent has been retained solely to act as underwriters placement agent in connection with the sale of the Stock Offering and no fiduciary, advisory or agency relationship between the Company and the Representatives Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Placement Agent has advised or is advising the Company on other matters; (b) the price of the Stock Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesPlacement Agent, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Placement Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Placement Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Placement Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters underwriter in connection with the sale of the Stock Securities and no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Stock Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representative and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this AgreementAgreement or the Prospectus, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; (b) the price of the Stock Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is are capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has they have been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waivesthey waive, to the fullest extent permitted by law, any claims it they may have against the Representatives Representatives, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representative and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; (b) the price of the Stock Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representative and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; (e) it waives to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters underwriter in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Final Prospectus, irrespective of whether any of the Representatives has have advised or is advising the Company on other matters; (b) the price of the Stock Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have The Underwriters has been retained solely to act as underwriters Underwriters in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives Underwriters or any of their respective affiliates has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Prospectus, irrespective of whether any of the Representatives Underwriter has advised or is advising the Company on other matters; (b) the The price of the Stock Securities set forth in this Agreement was established by the Company following discussions and arms-’ length negotiations with the RepresentativesUnderwriters, and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it The Company has been advised that the Representatives Underwriters and their respective affiliates are engaged in a broad range of transactions and services which may involve interests that differ from those of the Company Company, and that the Representatives Underwriters have no obligation to disclose such interests and transactions and services to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it The Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives any Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has advised or is advising the Company on other matters; ; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. 12.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each UnderwriterThe Agent’s responsibility to the Company is solely contractual in nature, the Representatives have Agent has been retained solely to act as underwriters a placement agent in connection with the sale of the Stock Offering and no fiduciary, advisory or agency relationship between the Company Company, on the one hand, and the Representatives Agent, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Agent has advised or is advising the Company on other matters; (b) the price of the Stock Units set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesAgent, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Notes and that no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Underwriting Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; (b) the price of the Stock Notes set forth in this Agreement the Final Term Sheet attached as Annex A to Schedule II hereto was established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Underwriting Agreement; (c) it the Company has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this AgreementAgreement or the Final Prospectus, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; (b) the price of the Stock Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the The Representatives have been retained solely to act as underwriters underwriter in connection with the sale of the Stock Company’s securities and that no fiduciary, advisory or agency relationship between Company, on the Company one hand, and the Representatives Representatives, on the other, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is advising the Company on other matters; (b) the price of the Stock securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters in connection with the sale of the Stock Units and no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Stock Units set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each The Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Offering and no fiduciary, advisory or agency relationship between the Company and the Representatives Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Underwriter has advised or is advising the Company on other matters; (b) the price of the Stock Closing Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesUnderwriter, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Underwriter and their each of its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Underwriter has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters in connection with the sale of the Stock Units and no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Stock Units set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Representative does not have no any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by the Terms Agreement (including the provisions of this AgreementAgreement incorporated by reference therein), irrespective of whether any of the Representatives has have advised or is advising the Company on other matters; (b) the price of the Stock Offered Securities set forth in this the Terms Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this the Terms Agreement; (c) it the Company has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Representative have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the The Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Company Company, on the one hand, and the Representatives Representatives, on the other, has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Final Prospectus, irrespective of whether any of the Representatives has have advised or is advising the Company on other matters; (b) the The price of the Stock Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement;; and (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the The Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholderstheir respective shareholders, employees or creditors of the Companycreditors.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives The Purchasers have been retained solely to act as underwriters purchasers in connection with the sale of the Stock Company’s Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives Purchasers has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has Purchasers have advised or is are advising the Company on other matters; (b) the The price of the Stock Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesPurchasers, and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it It has been advised that the Representatives Purchasers and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Purchasers have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it It waives, to the fullest extent permitted by law, any claims it may have against the Representatives Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Purchasers shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; Company; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; (e) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriterthe Placement Agent’s responsibility to the Company is solely contractual in nature, the Representatives have Placement Agent has been retained solely to act as underwriters placement agent in connection with the sale of the Stock Offering and no fiduciary, advisory or agency relationship between the Company and the Representatives Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Placement Agent has advised or is are advising the Company on other matters; (b) the price of the Stock Notes set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesPlacement Agent, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Placement Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Placement Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Placement Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives Underwriters have been retained solely to act as underwriters in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company Company, on the one hand, and the Representatives Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has Underwriters have advised or is are advising the Company on other matters; (b) the price of the Stock Securities set forth in this Agreement was established by the Company following discussions and armsarm's-length negotiations with the RepresentativesUnderwriters, and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it The Company has been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Shares and that no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Shares set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Representative have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company and is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Notes and that no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Underwriting Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; (b) the price of the Stock Notes set forth in this Agreement the final term sheet attached as Annex A to Schedule II hereto was established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Underwriting Agreement; (c) it the Company has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has Representative have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representative and the Company and is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship relationships between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters initial purchasers in connection with the sale initial purchase, offering and resale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Preliminary or Final Offering Circular, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; (b) the purchase price of the Stock Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Company has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters underwriter in connection with the sale of the Stock Securities and no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Stock Units set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters in connection with the sale of the Stock Securities and no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Stock Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters underwriter in connection with the sale of the Stock Offered Securities and no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Final Prospectus, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; (b) the price of the Stock Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representatives and the Company is capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it they may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s The Underwriters’ responsibility to the Company is solely contractual in nature, the Representatives Underwriters have been retained solely to act as underwriters an underwriter in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has Underwriters have advised or is are advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesUnderwriters, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives Representative have been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has Representative have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company or on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representative and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; (e) it waives to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives Representative have been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has Representative have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representative and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Stock, and no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and armsarm’s-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Stock Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is are advising the Company on other matters; ; (b) the price and other terms of the Stock Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Representatives, Representative and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Representatives Representative and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each UnderwriterUnderwriter ’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has have advised or is are advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Shares and no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has advised or is advising the Company on other matters; (b) the price of the Stock Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each UnderwriterPlacement Agent’s responsibility to the Company is solely contractual in nature, the Representatives Representative have been retained solely to act as underwriters placement agent in connection with the sale of the Preferred Stock, Stock and Warrants and no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Preferred Stock, Stock and Warrants set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the RepresentativesRepresentative, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have Representative has been retained solely to act as underwriters underwriter in connection with the sale of the Stock Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives Representative has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Final Prospectus, irrespective of whether any of the Representatives Representative has advised or is advising the Company on other matters; (b) the price of the Stock Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, Representative and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock Securities and no fiduciary, advisory or agency relationship between the Company and the Representatives has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has advised or is advising the Company on other matters; (b) the price prices of the Stock Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.