Common use of Accurate Disclosure Clause in Contracts

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the (i) The Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they when it became effective, at the Closing Time or at any Date of Delivery, contained, contains or will did not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)and, as of its dateamended or supplemented, at the time of any filing with the Commission pursuant to Rule 424(b)if applicable, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, did not and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Offered ADSs in connection with the offering when the Prospectus is not yet available to prospective purchasers and at each Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each free writing prospectus set forth on Schedule II(A) hereto, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (v) the Prospectus, as of its issue date, as of its filing and as of each Closing Date, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth above in this subsection shall paragraph do not apply to statements in or omissions from in the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure PackageTime of Sale Prospectus, any individual Issuer Limited Use Free Writing Prospectus each broadly available road show, if any, each free writing prospectus set forth on Schedule II(A) hereto, if any, or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon upon, and in conformity with with, written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically Underwriters expressly for inclusion use therein. For purposes of this Agreement, which information the only information so furnished shall be parties hereto agree is limited to the information Underwriters’ Information (as defined in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”Section 16).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time its effective time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the At each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time ) or at any Date of DeliverySettlement Date, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The ; provided, however, that the representations and warranties in this subsection Section 1(ii) shall not apply to any statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes Agent Information (as defined in Section 6(b) of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither The final Preliminary Prospectus included in the Disclosure Package (as defined below) and the Prospectus when filed with the Commission complied with or will comply, in all material respects with the Securities Act and the Rules and Regulations and was identical to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Securities. Each of the Registration Statement, any Rule 462(b) Registration Statement nor and any post-effective amendment thereto, at the times they time it became effective, at all other subsequent times until the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As expiration of the Applicable TimeProspectus Delivery Period (as defined below) and at each Closing Date (as defined below), neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together complied and will comply in all material respects with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Securities Act and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package Rules and the Prospectus, as the case may be, Regulations and did not and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at the date hereof, at the time of any filing with the Commission pursuant to Rule 424(b) under the Rule and Regulations, at all other subsequent times until the expiration of the Prospectus Delivery period and at the Closing Date and any Second Closing Date (as defined below), did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties set forth in this subsection shall the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement (or any amendment thereto)Statement, any Rule 462(b) Registration Statement, the General Disclosure Packageor any post-effective amendment thereto, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (Prospectus, or any amendment amendments or supplement thereto (including any prospectus wrapper))supplements thereto, made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effectiveeffective time of each part thereof, at the First Closing Time Date (as defined below) or at any the Second Closing Date of Delivery(as defined below), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable TimeTime of Sale (as defined below), neither (A) the General Time of Sale Disclosure Package (as defined below) did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectussupplement thereto, when considered together as of its issue date, at the time of any filing with the General Disclosure PackageCommission pursuant to Rule 424(b) of the Rules and Regulations, and (C) any individual Written Testing-the-Waters Communicationat the First Closing Date or at the Second Closing Date, when considered together with the General Disclosure Packageincluded, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated Company makes no representations or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, warranties as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Time of Sale Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon upon, and in conformity with written with, information furnished to the Company through the Representative by or on behalf of any Underwriter the Underwriters, specifically for inclusion therein. For purposes use in the preparation of this Agreementsuch document, it being understood and agreed that the only such information so furnished shall be by or on behalf of the Underwriters consists of the information described as such in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”Section 6(e).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs first paragraph under the heading “Underwriting—Commissions and Discounts” and the information in the second and third paragraphs and in the last sentence of the fourth paragraph under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effectiveits effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither none of (A) the General Disclosure Package nor and (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at its effective time, on the times they became effectivedate hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of At the Applicable TimeTime and any Date of Delivery, neither none of (A) the General Disclosure Package nor and (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus and Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth first paragraph under the heading “Underwriting–Commissions and fourteenth Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the information under the heading “Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time its effective time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the At each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time ) or at any Date of DeliverySettlement Date, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the CommissionCommission (in each instance, including any amendments thereto), as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effectiveits effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference became effective or were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth third paragraph under the heading “Underwriting” related to the public offering price and concessions, the information in the twelfth, thirteenth, fourteenth and fifteenth paragraphs under the heading “Underwriting” related to the stabilizing transactions, short sales and covering transactions, and the information in the sixteenth paragraph under the heading “Underwriting” related to electronic distributions, in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effectiveits effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor nor, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information contained in the first sentence of the fifth paragraph (regarding selling concessions) and the thirteenth paragraph (regarding short sales and fourteenth paragraphs stabilizing transactions), each under the heading “Underwriting” contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting—Underwriting Discount”, the information in the third and fourth sentence of the paragraph under the heading “Underwriting—Nasdaq Listing”, and the information under the heading “Underwriting—Price Stabilization; Short Positions and Penalty Bids” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any post-effective amendment thereto, at the times they became effective, its effective time and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of At the Applicable Time, neither (A) the General Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Pricing Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), issue date and at the Closing Time or at any Date of DeliveryTime, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Rule 462(b) Registration Statement, the General Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Rule 462(b) Registration Statement, the General Pricing Disclosure Package and or the Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, any Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, any Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto)Statement, any Rule 462(b) Registration Statement, Statement or any amendment thereto or the General Pricing Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth second and fourteenth paragraphs third sentences of the third paragraph, the third sentence under the subheading “No Public Trading Markets” and the first and sixth sentences in the first paragraph under the subheading “Stabilization,” each under the heading “Underwriting,” in each case, contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs first paragraph under the heading “Underwriting—Commissions and Discounts” and the information in the second and third paragraphs and in the last sentence of the fourth paragraph under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither At the respective times the Registration Statement, Statement and any Rule 462(b) Registration Statement nor any amendment thereto, at the times they post-effective amendments thereto became effective, at each deemed effective date with respect to Baird and the Closing Time or Securities pursuant to 430B(f)(2) and at any Date of Deliveryeach Settlement Date, contained, contains or the Registration Statement did not and will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As The documents incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus, at the time the Registration Statement became effective or at the time they were or hereafter are filed with the Commission, complied, comply and will comply in all material respects with the requirements of the Applicable Time, neither 1934 Act and the rules and regulations of the Commission under the 1934 Act (Athe “1934 Act Regulations”) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectusand, when considered read together with the General Disclosure Package, other information in the Registration Statement and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or Prospectus did not and will contain not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor At each Applicable Time, any amendment or supplement thereto (including any prospectus wrapper)Issuer Free Writing Prospectus, as of its date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b)Prospectus, at the Closing Time or at any Date of Deliveryincluded, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated Prospectus and each amendment or deemed to be incorporated by reference in the Registration Statementsupplement thereto (including any prospectus wrapper), the General Disclosure Package and the Prospectusif any, at the time the Registration Statement became effective Prospectus or when any such documents incorporated by reference were filed amendment or supplement is issued, at the time of any filing with the CommissionCommission pursuant to Rule 424(b) and at each Settlement Date, complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the case may be, when read together time of any filing with the other information in the Registration StatementCommission pursuant to Rule 424(b) and at each Settlement Date, the General Disclosure Package and the Prospectusincluded, as the case may be, did not and includes or will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically Baird expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time its effective time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the At each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time ) or at any Date of DeliverySettlement Date, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in preceding sentences of this subsection shall Section 1(ii) do not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance such document based upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically Agent in writing expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither At the respective times the Registration Statement, Statement and any Rule 462(b) Registration Statement nor any amendment thereto, at the times they post-effective amendments thereto became effective, at each deemed effective date with respect to Janney and the Closing Time or Securities pursuant to 430B(f)(2) and at any Date of Deliveryeach Settlement Date, contained, contains or the Registration Statement did not and will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As The documents incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus, at the time the Registration Statement became effective or at the time they were or hereafter are filed with the Commission, complied, comply and will comply in all material respects with the requirements of the Applicable Time, neither 1934 Act and the rules and regulations of the Commission under the 1934 Act (Athe “1934 Act Regulations”) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectusand, when considered read together with the General Disclosure Package, other information in the Registration Statement and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or Prospectus did not and will contain not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor At each Applicable Time, any amendment or supplement thereto (including any prospectus wrapper)Issuer Free Writing Prospectus, as of its date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b)Prospectus, at the Closing Time or at any Date of Deliveryincluded, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated Prospectus and each amendment or deemed to be incorporated by reference in the Registration Statementsupplement thereto (including any prospectus wrapper), the General Disclosure Package and the Prospectusif any, at the time the Registration Statement became effective Prospectus or when any such documents incorporated by reference were filed amendment or supplement is issued, at the time of any filing with the CommissionCommission pursuant to Rule 424(b) and at each Settlement Date, complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the case may be, when read together time of any filing with the other information in the Registration StatementCommission pursuant to Rule 424(b) and at each Settlement Date, the General Disclosure Package and the Prospectusincluded, as the case may be, did not and includes or will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically Janney expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time or at any Date of Deliveryits applicable effective time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As At the Applicable Time and as of the Applicable TimeClosing Date, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Closing Time or at any Date of DeliveryDate, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither (i) At the respective times the Registration StatementStatement and any post-effective amendments thereto became effective and at each Representation Date, any Rule 462(b) the Registration Statement nor and any amendment thereto, at the times they became effective, at the Closing Time or at post-effective amendments thereto did not and will not contain any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As , (ii) as of the Applicable Initial Sale Time, neither (A) the General Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) at the date of the Prospectus and at the Closing Date, neither the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains amendments or supplements thereto included or will contain include an untrue statement of a material fact or omitted, omits omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto , and (including any prospectus wrapper)iv) each Issuer Free Writing Prospectus, as of its dateissue date and at all subsequent times through the completion of the offering of Securities under this Agreement, at the time of did not, does not and will not include any filing information that conflicted, conflicts or will conflict with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference information contained in the Registration Statement, the General Disclosure Package and Preliminary Prospectus or the Prospectus, at provided that the time representations and warranties set forth in this Section 2(f) are limited solely to the Registration Statement became effective or when such documents incorporated by reference were filed with Selling Shareholder Information (as defined below) of the Commission, as the case may be, when read together with the other information Selling Shareholder in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be. The parties to this Agreement understand and agree that the “Selling Shareholder Information” of the Selling Shareholder consists solely of (A) the name of the Selling Shareholder, did not and will not include an untrue statement (B) the number of a material fact or omit Securities beneficially owned by the Selling Shareholder prior to state a material fact required the completion of the offering, (C) the number of Securities to be stated therein or necessary offered by the Selling Shareholder, and (D) the address and other information with respect to make the statements therein, in light of Selling Shareholder (excluding any percentage) which appears under the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto caption “Selling Stockholder” (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information relevant footnotes) in the thirteenth Disclosure Package and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”)Prospectus.

Accurate Disclosure. Neither At the respective times the Registration Statement, Statement and any Rule 462(b) Registration Statement nor any amendment thereto, at the times they post-effective amendments thereto became effective, at each deemed effective date with respect to B. Xxxxx and the Closing Time or Securities pursuant to 430B(f)(2) and at any Date of Deliveryeach Settlement Date, contained, contains or the Registration Statement did not and will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As The documents incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus, at the time the Registration Statement became effective or at the time they were or hereafter are filed with the Commission, complied, comply and will comply in all material respects with the requirements of the Applicable Time, neither 1934 Act and the rules and regulations of the Commission under the 1934 Act (Athe “1934 Act Regulations”) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectusand, when considered read together with the General Disclosure Package, other information in the Registration Statement and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or Prospectus did not and will contain not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor At each Applicable Time, any amendment or supplement thereto (including any prospectus wrapper)Issuer Free Writing Prospectus, as of its date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b)Prospectus, at the Closing Time or at any Date of Deliveryincluded, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated Prospectus and each amendment or deemed to be incorporated by reference in the Registration Statementsupplement thereto (including any prospectus wrapper), the General Disclosure Package and the Prospectusif any, at the time the Registration Statement became effective Prospectus or when any such documents incorporated by reference were filed amendment or supplement is issued, at the time of any filing with the CommissionCommission pursuant to Rule 424(b) and at each Settlement Date, complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the case may be, when read together time of any filing with the other information in the Registration StatementCommission pursuant to Rule 424(b) and at each Settlement Date, the General Disclosure Package and the Prospectusincluded, as the case may be, did not and includes or will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically B. Xxxxx expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effectiveeffective time of each part thereof, at the First Closing Time Date (as defined below) or at any the Second Closing Date of Delivery(as defined below), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable TimeTime of Sale (as defined below), neither (A) the General Time of Sale Disclosure Package (as defined below) did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectussupplement thereto, when considered together as of its issue date, at the time of any filing with the General Disclosure PackageCommission pursuant to Rule 424(b) of the Rules and Regulations, and (C) any individual Written Testing-the-Waters Communicationat the First Closing Date or at the Second Closing, when considered together with the General Disclosure Packageincluded, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Time of Sale Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon upon, and in conformity with with, written information furnished to the Company through the Representative by or on behalf of any Underwriter you specifically for inclusion therein. For purposes use in the preparation of this Agreementsuch document, it being understood and agreed that the only such information so furnished shall be by the Underwriter consists of the information described as such in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”Section 6(e).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effectiveits effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither none of (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the General Disclosure Package or the Prospectus, in the light of the circumstances under which they were made, ) not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth first paragraph under the heading “Underwriting–Commissions and fourteenth Discounts” and the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time its effective time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the At each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time ) or at any Date of DeliverySettlement Date, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties contained in this subsection Section 1(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically Agents in writing expressly for inclusion use therein. For purposes of this Agreement, The parties hereto agree that the only information so furnished shall be to the Company by the Agents is the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” Prospectus in the Prospectus (collectively, 9th paragraph of the section captioned “Underwriter Information”)Plan of Distribution” relating to the Agents’ potential investment in various securities.

Accurate Disclosure. Neither At the respective times the Registration Statement, Statement and any Rule 462(b) Registration Statement nor any amendment thereto, at the times they post-effective amendments thereto became effective, at each deemed effective date with respect to Rxxxxxx Jxxxx and the Closing Time or Securities pursuant to 430B(f)(2) and at any Date of Deliveryeach Settlement Date, contained, contains or the Registration Statement did not and will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As The documents incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus, at the time the Registration Statement became effective or at the time they were or hereafter are filed with the Commission, complied, comply and will comply in all material respects with the requirements of the Applicable Time, neither 1934 Act and the rules and regulations of the Commission under the 1934 Act (Athe “1934 Act Regulations”) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectusand, when considered read together with the General Disclosure Package, other information in the Registration Statement and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or Prospectus did not and will contain not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor At each Applicable Time, any amendment or supplement thereto (including any prospectus wrapper)Issuer Free Writing Prospectus, as of its date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b)Prospectus, at the Closing Time or at any Date of Deliveryincluded, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated Prospectus and each amendment or deemed to be incorporated by reference in the Registration Statementsupplement thereto (including any prospectus wrapper), the General Disclosure Package and the Prospectusif any, at the time the Registration Statement became effective Prospectus or when any such documents incorporated by reference were filed amendment or supplement is issued, at the time of any filing with the CommissionCommission pursuant to Rule 424(b) and at each Settlement Date, complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the case may be, when read together time of any filing with the other information in the Registration StatementCommission pursuant to Rule 424(b) and at each Settlement Date, the General Disclosure Package and the Prospectusincluded, as the case may be, did not and includes or will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically Rxxxxxx Jxxxx expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither At the respective times the Registration Statement, Statement and any Rule 462(b) Registration Statement nor any amendment thereto, at the times they post-effective amendments thereto became effective, at each deemed effective date with respect to Jefferies and the Closing Time or Securities pursuant to 430B(f)(2) and at any Date of Deliveryeach Settlement Date, contained, contains or the Registration Statement did not and will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As The documents incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus, at the time the Registration Statement became effective or at the time they were or hereafter are filed with the Commission, complied, comply and will comply in all material respects with the requirements of the Applicable Time, neither 1934 Act and the rules and regulations of the Commission under the 1934 Act (Athe “1934 Act Regulations”) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectusand, when considered read together with the General Disclosure Package, other information in the Registration Statement and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or Prospectus did not and will contain not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor At each Applicable Time, any amendment or supplement thereto (including any prospectus wrapper)Issuer Free Writing Prospectus, as of its date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b)Prospectus, at the Closing Time or at any Date of Deliveryincluded, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated Prospectus and each amendment or deemed to be incorporated by reference in the Registration Statementsupplement thereto (including any prospectus wrapper), the General Disclosure Package and the Prospectusif any, at the time the Registration Statement became effective Prospectus or when any such documents incorporated by reference were filed amendment or supplement is issued, at the time of any filing with the CommissionCommission pursuant to Rule 424(b) and at each Settlement Date, complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the case may be, when read together time of any filing with the other information in the Registration StatementCommission pursuant to Rule 424(b) and at each Settlement Date, the General Disclosure Package and the Prospectusincluded, as the case may be, did not and includes or will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically Jefferies expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effectiveits effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither none of (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the General Disclosure Package or the Prospectus, in the light of the circumstances under which they were made, ) not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth first paragraph under the heading “Underwriting–Commissions and fourteenth Discounts” and the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the third, twelfth, thirteenth and fourteenth paragraphs relating to commissions, market making activities, stabilization and penalty bids set forth under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither (i) As of the Registration Statement, any Rule 462(b) Registration Statement nor any amendment theretodate hereof, at the respective times they the Registration Statement and each amendment thereto became effectiveeffective and at each Deemed Effective Time, at the Closing Time or at any Date of Delivery, contained, contains or Registration Statement did not and will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As ; (ii) as of each Time of Sale, the Applicable Time, neither Prospectus (Aas amended and supplemented at such Time of Sale) the General Disclosure Package nor (B) and any individual Issuer Limited Use Permitted Free Writing ProspectusProspectus then in use, when considered together with (collectively, the “General Disclosure Package”), and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (Ciii) any individual Written Testing-the-Waters Communicationas of its date, when considered together with the General Disclosure Package, contained, contains or will Prospectus did not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither ; and (iv) at any Settlement Date, the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, amended and supplemented at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or such Settlement Date) did not and will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement; provided, the General Disclosure Package however, that this representation and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection warranty shall not apply to statements in any statement or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), omission made in reliance upon and in conformity with written information furnished in writing to the Company through by the Representative by or on behalf of any Underwriter specifically Manager expressly for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” use in the Prospectus or in the General Disclosure Package, it being understood and agreed that the only such information furnished by the Manager consists of the name of such Manager as presented on the front and back cover of the Prospectus Supplement (collectively, the “Underwriter Manager Information”).

Accurate Disclosure. Neither As of the time any part of the Registration StatementStatement (or any post-effective amendment thereto, any including a Rule 462(b) Registration Statement nor any amendment thereto, at the times they Statement) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Time or at any Date of Deliveryand Second Closing Date (as hereinafter defined), contained(A) the Registration Statement and the Prospectus (in each case, contains as so amended and/or supplemented) conformed or will contain conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, made not misleading. Neither , and (C) the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, so supplemented) did not and or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are or were made, not misleading. The representations and warranties in this subsection ; except that the foregoing shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made such document in reliance upon upon, and in conformity with with, written information furnished to the Company through the Representative by you, or on behalf of by any Underwriter through you, specifically for inclusion use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f). The Time of Sale Disclosure Package did not, does not and will not include as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For purposes The preceding sentence does not apply to statements in or omissions from any Preliminary Prospectus included in the Registration Statement or any statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f). As used in this paragraph and elsewhere in this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).:

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time its effective time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the At each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time ) or at any Date of DeliverySettlement Date, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed by the Company to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither The Selling Stockholder has reviewed and is familiar with the Registration StatementStatement and the Prospectus and, any Rule 462(b) Registration Statement with respect to information contained therein regarding the Selling Stockholder, neither the Prospectus nor any amendment theretoamendments or supplements thereto or, at when read together with the times they became effectiveother information in the Prospectus, at the Closing Time documents incorporated or at deemed to be incorporated by reference therein, includes any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither ; the Prospectus nor Selling Stockholder is not prompted to sell the Securities to be sold by the Selling Stockholder hereunder by any amendment information concerning the Company or supplement thereto (including any prospectus wrapper), as subsidiary of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, Company which is not set forth in the light of the circumstances under which they were made, not misleadingProspectus. The documents incorporated or deemed to be incorporated by reference in the Registration StatementStatement and the Prospectus, when they became effective or at the General Disclosure Package and time they were or hereafter are filed with the Commission, when read together with the other information in the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed effective, at the time the Prospectus was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), with respect to the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may beSelling Stockholder, did not and will not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time its effective time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the At each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time ) or at any Date of DeliverySettlement Date, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became becomes effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at the times they became effectiveits effective time, at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of At the Applicable Time, neither (A) the General Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Pricing Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)Closing Time, at the Closing Time or at any Date of Deliveryincluded, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Rule 462(b) Registration Statement, the Pricing Disclosure Package and or the Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto)Statement, any Rule 462(b) Registration Statement, Statement or any amendment thereto or the General Pricing Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth first and fourteenth paragraphs second sentence of the first paragraph under the subheading “Price Stabilization, Short Positions” and the second sentence of the third paragraph under the subheading “Price Stabilization, Short Positions,” in each case under the heading “Underwriting,” in each case, contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither As of the time any part of the Registration StatementStatement (or any post-effective amendment thereto, any including a Rule 462(b) Registration Statement nor any amendment thereto, at the times they Statement) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Time or at any Date of Deliveryand Second Closing Date (as hereinafter defined), contained(A) the Registration Statement and the Prospectus (in each case, contains as so amended and/or supplemented) conformed or will contain conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, made not misleading. Neither , and (C) the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, so supplemented) did not and or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are or were made, not misleading. The representations and warranties in this subsection ; except that the foregoing shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made such document in reliance upon upon, and in conformity with with, written information furnished to the Company through the Representative by you, or on behalf of by any Underwriter through you, specifically for inclusion use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f). The Time of Sale Disclosure Package did not, does not and will not include as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For purposes The preceding sentence does not apply to statements in or omissions from any Preliminary Prospectus included in the Registration Statement or any statements in or omissions from any such document in reliance upon, an in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f). As used in this paragraph and elsewhere in this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).:

Accurate Disclosure. Neither On each Effective Date and at the Execution Time, the Registration Statement, Statement did not and will not contain any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. As ; and on the date of any filing pursuant to Rule 424(b) and on the Applicable TimeClosing Date, neither the Prospectus (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (Cany supplement thereto) will not include any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither ; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus nor (or any amendment supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto (including thereto), it being understood and agreed that the only such information furnished by or on behalf of any prospectus wrapper)Underwriter consists of the information described as such in Section 6(b) hereof. The General Disclosure Package did not, as of its datethe Applicable Time, at the time of contain any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall preceding sentence does not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter specifically for inclusion therein. For purposes consists of this Agreement, the only information so furnished shall be the information described as such in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”)Section 6(b) hereof.

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any post-effective amendment thereto, at the times they became effectiveits effective time, at the Closing Time Date or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable TimeTime of Sale, neither (A) the General Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Pricing Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain includes an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its datethe date of such Prospectus, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time Date or at any Date of Delivery, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Pricing Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The ; provided, however, that the Company makes no representations and or warranties in this subsection shall not apply with respect to any statements in or omissions from made in reliance upon and in conformity with information relating to any Underwriter furnished to the Registration Statement (or any amendment thereto), any Rule 462(b) Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any post-effective amendment thereto, the General Pricing Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or Prospectus, it being understood and agreed that the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written only such information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes consists of this Agreement, the only information so furnished shall be the information described as such in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”)Section 8(b) hereof.

Accurate Disclosure. Neither At the Registration Statement, any Rule 462(b) respective times the Base Registration Statement nor and any amendment theretothereto became effective, at each deemed effective date with respect to the times they became effectiveUnderwriters and the Securities pursuant to 430B(f)(2), at the Closing Time or and at any each Date of DeliveryDelivery (if any), contained, contains or the Registration Statement did not and will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied, comply and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission, as applicable, under the 1934 Act (the “1934 Act Regulations”) and, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, (a) at the time the Base Registration Statement originally became effective, (b) at the earlier of the time the Prospectus was first used and the Applicable Time, (c) at the Closing Time and (d) and at each Date of Delivery, if any, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time, neither none of (A) the General Disclosure Package nor Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, containedincluded, contains includes or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated Prospectus and each amendment or deemed to be incorporated by reference in the Registration Statementsupplement thereto, the General Disclosure Package and the Prospectusif any, at the time the Registration Statement became effective Prospectus or when any such documents incorporated by reference were filed amendment or supplement is issued, at the Closing Time and at each Date of Delivery (if any), complied, complies and will comply in all material respects with the Commissionrequirements of the 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the case may be, when read together time of any filing with the other information in Commission pursuant to Rule 424(b), at the Registration StatementClosing Time or at any Date of Delivery, the General Disclosure Package and the Prospectusincluded, as the case may be, did not and includes or will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” set forth in the Prospectus in the first sentence of the first paragraph (regarding selling concessions) under the caption “Underwriting—Commissions and Discounts” and the second and third paragraphs (regarding short sales and stabilizing transactions, and penalty bids, respectively) under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither None of the Registration Statement, any Rule 462(b) Registration Statement nor or any amendment or supplement thereto, contained, contains or will contain, at the respective times they the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective, at the Closing Time or and at any each Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit omit, at the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective, at the Closing Time and at each Date of Delivery, to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of Neither the Applicable TimeProspectus nor any amendment or supplement thereto (including any prospectus wrapper) included, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains includes or will contain include, as of its date, at the time of any filing pursuant to Rule 424(b), at the Closing Date and at any Date of Delivery, an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither (x) the Prospectus General Disclosure Package nor (y) any amendment individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or supplement thereto (including any prospectus wrapper)will include, as of its date, at the time of any filing with the Commission pursuant to Rule 424(b)Applicable Time, at the Closing Time or and at any each Date of Delivery, contained, contains or will contain an any untrue statement of a material fact or omitted, omits or will omit omit, as of the Applicable Time, at the Closing Time and at each Date of Delivery, to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any including the Rule 462(b) Registration Statement, the General Disclosure Package430A Information, any individual Issuer Limited Use Free Writing Prospectus or preliminary prospectus, the Prospectus (or any amendment or supplement thereto (including thereto) or any prospectus wrapper))Issuer Free Writing Prospectus, made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically through a Representative expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth first paragraph under the heading “Underwriting—Commissions and fourteenth Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in the Prospectus and the information under the heading “Underwriting—Electronic Offer, Sale and Distribution of Shares” (collectively, the “Underwriter Information”).

Accurate Disclosure. Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Securities Act Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time or at any Date of DeliveryEffective Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of 8:30 a.m. (Eastern time) on the Applicable Timedate of this Agreement (the “Time of Sale”), neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the The Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)will not, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)) of the Securities Act Regulations, at the Closing Time or at any Date of DeliveryOption Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection Section 3(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon upon, and in conformity with with, written information furnished to the Company through by the Representative by or on behalf of any Underwriter Underwriters specifically for inclusion therein. For purposes use in the preparation of this Agreementsuch document, it being understood and agreed that the only such information so furnished shall be by the Underwriters consists of the information described as such in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”Section 9(c).

Accurate Disclosure. Neither As of the time any part of the Registration StatementStatement (or any post-effective amendment thereto, any including a Rule 462(b) Registration Statement nor any amendment thereto, at the times they Statement) became effective, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Time or at any Date of Deliveryand each Second Closing Date (as hereinafter defined), contained(A) the Registration Statement and the Prospectus (in each case, contains as so amended and/or supplemented) conformed or will contain conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, so supplemented) did not and or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are or were made, not misleading. The representations and warranties in this subsection ; except that the foregoing shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made such document in reliance upon upon, and in conformity with with, written information furnished to the Company through the Representative by you, or on behalf of by any Underwriter through you, specifically for inclusion use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f). If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission. The Time of Sale Disclosure Package did not, does not and will not include as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For purposes The preceding sentence does not apply to statements in or omissions from any Preliminary Prospectus included in the Registration Statement or any statements in or omissions from any such document in reliance upon, an in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f). As used in this paragraph and elsewhere in this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).:

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effectiveits effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading. As of the Applicable Time, neither (A) none of the General Disclosure Package Package, nor (B) any individual Issuer Limited Use Free Writing Prospectuspreliminary prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its datetheir respective date(s), at the time of any filing with the Commission pursuant to Rule 424(b)497, at the Closing Time or at any Date of Delivery, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Representatives expressly for use therein (collectively, the “Underwriter specifically for inclusion thereinInformation”). For purposes of this Agreement, the only information so furnished Underwriter Information shall be (i) the information in the thirteenth and fourteenth paragraphs fourth paragraph under the heading “Underwriting,” (ii) the first paragraph under “Underwriting—Commissions and Discounts,” (iii) the information in “Underwriting—Price Stabilizations, Short Positions and Penalty Bids,” (iv) the information in “Underwriting—Electronic Delivery” and (v) the information in “Underwriting—Principal Business Address,” in each case, in the Prospectus (collectively, the “Underwriter Information”)Prospectus.

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time its effective time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the At each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time ) or at any Date of DeliverySettlement Date, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in preceding sentences of this subsection shall Section 1(ii) do not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance such document based upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically Agent in writing expressly for inclusion use therein. For purposes of this Agreement, it being understood and agreed that the only such information so furnished shall be by the information in Agent consists of the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus Agent Information (collectively, the “Underwriter Information”as defined below).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time its effective time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the At each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time ) or at any Date of DeliverySettlement Date, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in preceding sentences of this subsection shall Section 1(i) do not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance such document based upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically Agent in writing expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time its effective time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the At each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time ) or at any Date of DeliverySettlement Date, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in preceding sentences of this subsection shall Section 1(ii) do not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance such document based upon and in conformity with written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically Agents in writing expressly for inclusion use therein. For the purposes of this Agreement, the only information so furnished shall be the information in names and addresses of the thirteenth and fourteenth paragraphs under Sales Agents, unless otherwise agreed by the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”)parties hereto.

Accurate Disclosure. Neither the The Registration Statement, when it became or becomes effective, and the Prospectus, and any Rule 462(b) amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the 1933 Act. Neither the Registration Statement nor any amendment thereto, at the times they became effective, its effective time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Closing Time or at any Date of DeliveryTime, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the General Disclosure Package or the Prospectus in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth first paragraph under the heading “Underwriting–Commissions and fourteenth Discounts,” the information in the second and third paragraphs under the heading “Underwriting–Short Sales, Stabilizing Transactions, and Penalty Bids” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither At the Registration Statement, any Rule 462(b) respective times the Base Registration Statement nor and any amendment theretothereto became effective, at each deemed effective date with respect to the times they became effectiveUnderwriters and the Securities pursuant to 430B(f)(2), at the Closing Time or and at any each Date of DeliveryDelivery (if any), contained, contains or the Registration Statement did not and will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The documents incorporated or deemed to be incorporated by reference into the Registration Statement, the General Disclosure Package or the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied, comply and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission, as applicable, under the 1934 Act (the “1934 Act Regulations”) and, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, (a) at the time the Base Registration Statement originally became effective, (b) at the earlier of the time the Prospectus was first used and the Applicable Time, (c) at the Closing Time and (d) and at each Date of Delivery, if any, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time, neither none of (A) the General Disclosure Package nor Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, containedincluded, contains includes or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated Prospectus and each amendment or deemed to be incorporated by reference in the Registration Statementsupplement thereto, the General Disclosure Package and the Prospectusif any, at the time the Registration Statement became effective Prospectus or when any such documents incorporated by reference were filed amendment or supplement is issued, at the Closing Time and at each Date of Delivery (if any), complied, complies and will comply in all material respects with the Commissionrequirements of the 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the case may be, when read together time of any filing with the other information in Commission pursuant to Rule 424(b), at the Registration StatementClosing Time or at any Date of Delivery, the General Disclosure Package and the Prospectusincluded, as the case may be, did not and includes or will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information set forth in the thirteenth Prospectus in the fifth paragraph (regarding selling concessions) and fourteenth the tenth, eleventh and twelfth paragraphs (regarding short sales and stabilizing transactions, and penalty bids, respectively) under the heading caption “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the (i) The Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they when it became effective, at the Closing Time or at any Date of Delivery, contained, contains or will did not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)and, as of its dateamended or supplemented, at the time of any filing with the Commission pursuant to Rule 424(b)if applicable, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, did not and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at each Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus, as of its issue date, as of its filing date and as of each Closing Date, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth above in this subsection shall paragraph do not apply to statements in or omissions from in the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), Prospectus. made in reliance upon upon, and in conformity with with, written information furnished to the Company through by the Representative by or on behalf of any Underwriter specifically Underwriters expressly for inclusion use therein. For purposes of this Agreement, which information the only information so furnished shall be parties hereto agree is limited to the information Underwriters’ Information (as defined in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”Section 16).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs first paragraph under the heading “Underwriting—Commissions and Discounts” and the information in the second and third paragraphs and in the last sentence of the fourth paragraph under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither None of the Registration Statement, any Rule 462(b) the ADS Registration Statement nor any amendment thereto, at its effective time, on the times they became effectivedate hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of At the Applicable TimeTime and any Date of Delivery, neither none of (A) the General Disclosure Package nor Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, Package and (C) any individual Written Testing-the-Waters Communication“road show” as defined in Rule 433(h) under the 1933 Act relating to the offering of the Securities included, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the ADS Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) the ADS Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information contained in the thirteenth eighth paragraph and fourteenth paragraphs the twentieth paragraph (without giving effect to any subheadings, bullets subparagraphs or tables) in each case contained in the Prospectus under the heading caption “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any post-effective amendment thereto, at as of the times they became effectiveapplicable effective date of the Registration Statement and any post-effective amendment thereto, as of the Applicable Time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain contain, as applicable, an untrue statement of a material fact or omitted, omits or will omit omit, as applicable, to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither none of (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains included or will contain includes an untrue statement of a material fact or omitted, omitted or omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), considered together, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), as of the Applicable Time or at the Closing Time or at any Date of DeliveryTime, containedincluded, contains includes or will contain include, as applicable, an untrue statement of a material fact or omitted, omits or will omit omit, as applicable, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto thereto) (including any prospectus wrapper)), ) made in reliance upon and in conformity with the Selling Stockholder Information (as defined below) and written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished by an Underwriter shall be the information in the thirteenth fourth, eleventh and fourteenth twelfth paragraphs under the heading “Underwriting” contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs first paragraph under the heading “Underwriting—Commissions and Discounts” and the information in the second and third paragraphs and in the last sentence of the fourth paragraph under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any post-effective amendment thereto, at as of the times they became effectiveapplicable effective date of the Registration Statement and any post-effective amendment thereto, as of the Applicable Time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain contain, as applicable, an untrue statement of a material fact or omitted, omits or will omit omit, as applicable, to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither none of (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains included or will contain includes an untrue statement of a material fact or omitted, omitted or omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), considered together, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), as of the Applicable Time or at the Closing Time or at any Date of DeliveryTime, containedincluded, contains includes or will contain include, as applicable, an untrue statement of a material fact or omitted, omits or will omit omit, as applicable, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto thereto) (including any prospectus wrapper)), ) made in reliance upon and in conformity with the Selling Stockholder Information (as defined below) and written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished by an Underwriter shall be the information in the thirteenth fourth, twelfth and fourteenth paragraphs under the heading “Underwriting” contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither At the respective times the Registration Statement, Statement and any Rule 462(b) Registration Statement nor any amendment thereto, at the times they post-effective amendments thereto became effective, at each deemed effective date with respect to Stifel and the Closing Time or Securities pursuant to 430B(f)(2) and at any Date of Deliveryeach Settlement Date, contained, contains or the Registration Statement did not and will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As The documents incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus, at the time the Registration Statement became effective or at the time they were or hereafter are filed with the Commission, complied, comply and will comply in all material respects with the requirements of the Applicable Time, neither 1934 Act and the rules and regulations of the Commission under the 1934 Act (Athe “1934 Act Regulations”) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectusand, when considered read together with the General Disclosure Package, other information in the Registration Statement and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or Prospectus did not and will contain not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor At each Applicable Time, any amendment or supplement thereto (including any prospectus wrapper)Issuer Free Writing Prospectus, as of its date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b)Prospectus, at the Closing Time or at any Date of Deliveryincluded, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated Prospectus and each amendment or deemed to be incorporated by reference in the Registration Statementsupplement thereto (including any prospectus wrapper), the General Disclosure Package and the Prospectusif any, at the time the Registration Statement became effective Prospectus or when any such documents incorporated by reference were filed amendment or supplement is issued, at the time of any filing with the CommissionCommission pursuant to Rule 424(b) and at each Settlement Date, complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the case may be, when read together time of any filing with the other information in the Registration StatementCommission pursuant to Rule 424(b) and at each Settlement Date, the General Disclosure Package and the Prospectusincluded, as the case may be, did not and includes or will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically Stifel expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time its effective time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the At each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time ) or at any Date of DeliverySettlement Date, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became becomes effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in preceding sentences of this subsection shall Section 1(ii) do not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance such document based upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically an Agent in writing expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither At the Registration Statement, any Rule 462(b) respective times the Base Registration Statement nor and any amendment theretothereto became effective, at each deemed effective date with respect to the times they became effectiveUnderwriters and the Securities pursuant to 430B(f)(2), at the Closing Time or and at any each Date of DeliveryDelivery (if any), contained, contains or the Registration Statement did not and will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The documents incorporated or deemed to be incorporated by reference into the Registration Statement, the General Disclosure Package or the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied, comply and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission, as applicable, under the 1934 Act (the “1934 Act Regulations”) and, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, (a) at the time the Base Registration Statement originally became effective, (b) at the earlier of the time the Prospectus was first used and the Applicable Time, (c) at the Closing Time and (d) and at each Date of Delivery, if any, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time, neither none of (A) the General Disclosure Package nor Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, containedincluded, contains includes or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated Prospectus and each amendment or deemed to be incorporated by reference in the Registration Statementsupplement thereto, the General Disclosure Package and the Prospectusif any, at the time the Registration Statement became effective Prospectus or when any such documents incorporated by reference were filed amendment or supplement is issued, at the Closing Time and at each Date of Delivery (if any), complied, complies and will comply in all material respects with the Commissionrequirements of the 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the case may be, when read together time of any filing with the other information in Commission pursuant to Rule 424(b), at the Registration StatementClosing Time or at any Date of Delivery, the General Disclosure Package and the Prospectusincluded, as the case may be, did not and includes or will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” set forth in the Prospectus in the first sentence of the first paragraph (regarding selling concessions) under the caption “Underwriting—Commissions and Discounts” and the second and third paragraphs (regarding short sales and stabilizing transactions, and penalty bids, respectively) under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) The Registration Statement nor and any post-effective amendment thereto, at the times they time it became or becomes effective, at complied and will comply in all material respects with the Closing Time or at 1933 Act and did not and will not contain any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Packagedid not, and (C) at the Closing Time and any individual Written Testing-the-Waters CommunicationDate of Delivery, when considered together with the General Disclosure Packagewill not, contained, contains or will contain an any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither The Prospectus, as of its date and the Prospectus nor date of any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its datedid not, at the time of any filing with the Commission pursuant to Rule 424(b), and at the Closing Time or at and any Date of Delivery, containedwill not, contains or will contain an any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference they were filed with the Commission, as conformed in all material respects to the case may be, when read together with requirements of the other information in the Registration Statement, the General Disclosure Package 1934 Act and the Prospectus1934 Act Regulations), as the case may be, and did not and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in this subsection shall the Sections 1(a)(i) and 1(a)(ii) do not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), any Rule 462(b) Registration Statement, or the Prospectus or the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment amendments or supplement thereto (including any prospectus wrapper))supplements thereto, made in reliance upon and in conformity with written information relating to the Underwriters furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, it being understood and agreed that the only such information so furnished shall be consists of the information in first paragraph under the thirteenth heading “Underwriting-Commissions and fourteenth Discounts” and the second, third and fourth paragraphs under the heading “Underwriting-Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Prospectus (collectively, the “Underwriter Information”). There are no contracts or other documents required under the 1933 Act to be described in the General Disclosure Package or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been described or filed as required by the 1933 Act.

Accurate Disclosure. (a) Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at its effective time, on the times they became effectivedate hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of At the Applicable Time, neither the Closing Time and any Date of Delivery, (i) none of (A) the General Disclosure Package nor and (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) each Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement, General Disclosure Package or Prospectus. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither Since January 1, 2022, the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference they were filed with the CommissionCommission (or, as the case may beif any amendment with respect to any such document was filed, when read together with the other information in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may besuch amendment was filed), did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection (ii)(a) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information concession and reallowance figures appearing in the thirteenth and fourteenth paragraphs second paragraph under the heading caption “Underwriting—Commission and Expenses,” and the information contained in the Prospectus first paragraph, the second paragraph and the third and fourth sentences of the third paragraph under the caption “Underwriting—Stabilization” (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) The Registration Statement nor and any post-effective amendment thereto, at the times they time it became or becomes effective, at complied and will comply in all material respects with the Closing Time or at 1933 Act and did not and will not contain any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Packagedid not, and (C) at the Closing Time and any individual Written Testing-the-Waters CommunicationDate of Delivery, when considered together with the General Disclosure Packagewill not, contained, contains or will contain an any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither The Prospectus, as of its date and the Prospectus nor date of any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its datedid not, at the time of any filing with the Commission pursuant to Rule 424(b), and at the Closing Time or at and any Date of Delivery, containedwill not, contains or will contain an any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference they were filed with the Commission, as conformed in all material respects to the case may be, when read together with requirements of the other information in the Registration Statement, the General Disclosure Package 1934 Act and the Prospectus1934 Act Regulations), as the case may be, and did not and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in this subsection shall the Sections 1(a)(i) and 1(a)(ii) do not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), any Rule 462(b) Registration Statement, or the Prospectus or the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment amendments or supplement thereto (including any prospectus wrapper))supplements thereto, made in reliance upon and in conformity with written information relating to the Underwriters furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, it being understood and agreed that the only such information so furnished shall be consists of the information in first paragraph under the thirteenth heading “Underwriting—Discounts and fourteenth Commissions” and the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Prospectus (collectively, the “Underwriter Information”). There are no contracts or other documents required under the 1933 Act to be described in the General Disclosure Package or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been described or filed as required by the 1933 Act.

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any post-effective amendment thereto, at as of the times they became effectiveapplicable effective date of the Registration Statement and any post-effective amendment thereto, as of the Applicable Time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain contain, as applicable, an untrue statement of a material fact or omitted, omits or will omit omit, as applicable, to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither none of (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains included or will contain includes an untrue statement of a material fact or omitted, omitted or omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), considered together, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), as of the Applicable Time or at the Closing Time or at any Date of DeliveryTime, containedincluded, contains includes or will contain include, as applicable, an untrue statement of a material fact or omitted, omits or will omit omit, as applicable, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto thereto) (including any prospectus wrapper)), ) made in reliance upon and in conformity with the Selling Stockholder Information (as defined below) and written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished by an Underwriter shall be the information in the fourth, eleventh and thirteenth and fourteenth paragraphs under the heading “Underwriting” contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effectiveits effective time, at the Time of Sale and at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As The TTW Presentation, at the time it was provided to the Underwriter for use and at the date hereof, did not and does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the Applicable circumstances under which they were made, not misleading. At the Time of Sale, the Time of Sale Prospectus did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), or at the Closing Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectusincluded, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither Any Rule 482 Statement prepared, used or referred to by the Prospectus nor any amendment Fund or supplement thereto (including any prospectus wrapper)by the Underwriter with the consent of the Fund, as when considered together with the Time of its dateSale Prospectus, at the time of any filing with the Commission pursuant to Rule 424(b)its use did not, at and as of the Closing Time or at will not, contain any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and Time of Sale Prospectus or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto (including thereto) or any prospectus wrapper)), Rule 482 Statement made in reliance upon and in conformity with written information relating to the Underwriter furnished to the Company through Fund by the Representative by or on behalf of any Underwriter specifically expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information statement set forth in the thirteenth second sentence and fourteenth paragraphs third sentence of the fourth paragraph, the first sentence of the seventh paragraph and the eighth paragraph under the heading caption “Underwriting,” in each case contained in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any Rule 482 Statement (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effective, at the Closing Time its effective time or at any Date of DeliverySettlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the At each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time ) or at any Date of DeliverySettlement Date, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The ; provided, however, that the representations and warranties in this subsection Section 1(a)(ii) shall not apply to any statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes Agent Information (as defined in Section 6(b) of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither At the respective times the Registration Statement, Statement and any Rule 462(b) Registration Statement nor any amendment thereto, at the times they post-effective amendments thereto became effective, at each deemed effective date with respect to Cantor and the Closing Time or Securities pursuant to 430B(f)(2) and at any Date of Deliveryeach Settlement Date, contained, contains or the Registration Statement did not and will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As The documents incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus, at the time the Registration Statement became effective or at the time they were or hereafter are filed with the Commission, complied, comply and will comply in all material respects with the requirements of the Applicable Time, neither 1934 Act and the rules and regulations of the Commission under the 1934 Act (Athe “1934 Act Regulations”) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectusand, when considered read together with the General Disclosure Package, other information in the Registration Statement and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains or Prospectus did not and will contain not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor At each Applicable Time, any amendment or supplement thereto (including any prospectus wrapper)Issuer Free Writing Prospectus, as of its date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b)Prospectus, at the Closing Time or at any Date of Deliveryincluded, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated Prospectus and each amendment or deemed to be incorporated by reference in the Registration Statementsupplement thereto (including any prospectus wrapper), the General Disclosure Package and the Prospectusif any, at the time the Registration Statement became effective Prospectus or when any such documents incorporated by reference were filed amendment or supplement is issued, at the time of any filing with the CommissionCommission pursuant to Rule 424(b) and at each Settlement Date, complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the case may be, when read together time of any filing with the other information in the Registration StatementCommission pursuant to Rule 424(b) and at each Settlement Date, the General Disclosure Package and the Prospectusincluded, as the case may be, did not and includes or will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically Cantor expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the The Registration Statement, when it became or becomes effective, and the Prospectus, and any Rule 462(b) amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the 1933 Act. Neither the Registration Statement nor any amendment thereto, at its effective time, on the times they became effectivedate hereof, at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryTime, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the General Disclosure Package or the Prospectus in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information contained in the thirteenth sixth, seventh and fourteenth eighth paragraphs under the heading “caption "Underwriting” " in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any post-effective amendment thereto, at the times they became effective, its effective time and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of At the Applicable Time, neither (A) the General Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Pricing Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), issue date and at the Closing Time or at any Date of DeliveryTime, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Rule 462(b) Registration Statement, the General Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Rule 462(b) Registration Statement, the General Pricing Disclosure Package and or the Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, any Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, any Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto)Statement, any Rule 462(b) Registration Statement, Statement or any amendment thereto or the General Pricing Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth second and fourteenth paragraphs third sentences of the third paragraph, the third sentence under the subheading “No Public Trading Markets” and the first and sixth sentences in the first paragraph under the subheading “Stabilization,” each under the heading “Underwriting,” in each case, contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effectiveits effective time, at the Time of Sale and at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As The TTW Presentation, at the time it was provided to the Underwriter for use and at the date hereof, did not and does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the Applicable circumstances under which they were made, not misleading. At the Time of Sale, the Time of Sale Prospectus did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), or at the Closing Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectusincluded, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither Any Rule 482 Statement prepared, used or referred to by the Prospectus nor any amendment Fund or supplement thereto (including any prospectus wrapper)by the Underwriter with the consent of the Fund, as when considered together with the Time of its dateSale Prospectus, at the time of any filing with the Commission pursuant to Rule 424(b)its use did not, at and as of the Closing Time or at will not, contain any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and Time of Sale Prospectus or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto (including thereto) or any prospectus wrapper)), Rule 482 Statement made in reliance upon and in conformity with written information relating to the Underwriter furnished to the Company through Fund by the Representative by or on behalf of any Underwriter specifically expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information statements set forth in the thirteenth second sentence and fourteenth paragraphs third sentence of the fourth paragraph, the first sentence of the seventh paragraph and the eighth paragraph under the heading caption “Underwriting,” in each case contained in (i) the prospectus and the preliminary prospectus that are contained in the Xxxxxxxxxxxx Xxxxxxxxx, (xx) the Time of Sale Prospectus, (iv) the Prospectus or (iv) any Rule 482 Statement (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at the times they became effectiveits effective time, at the Time of Sale and at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As The TTW Presentation, at the time it was provided to the Underwriter for use and at the date hereof, did not and does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the Applicable circumstances under which they were made, not misleading. At the Time of Sale, the Time of Sale Prospectus did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), or at the Closing Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectusincluded, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither Any Rule 482 Statement prepared, used or referred to by the Prospectus nor any amendment Fund or supplement thereto (including any prospectus wrapper)by the Underwriter with the consent of the Fund, as when considered together with the Time of its dateSale Prospectus, at the time of any filing with the Commission pursuant to Rule 424(b)its use did not, at and as of the Closing Time or at will not, contain any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and Time of Sale Prospectus or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto (including thereto) or any prospectus wrapper)), Rule 482 Statement made in reliance upon and in conformity with written information relating to the Underwriter furnished to the Company through Fund by the Representative by or on behalf of any Underwriter specifically expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information statements set forth in [the second sentence and third sentence of the fourth paragraph, the first sentence of the seventh paragraph and the eighth paragraph under the caption “Underwriting,”] in each case contained in the thirteenth and fourteenth paragraphs under Registration Statement, the heading “Underwriting” in Time of Sale Prospectus, the Prospectus or any Rule 482 Statement (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any post-effective amendment thereto, at the times they became effective, its effective time and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of At the Applicable Time, neither (A) the General Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Pricing Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), issue date and at the Closing Time or at any Date of DeliveryTime, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Rule 462(b) Registration Statement, the General Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or any Rule 462(b) Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, any Rule 462(b) Registration Statement, the General Pricing Disclosure Package and or the Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).therein not

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at its effective time, on the times they became effectivedate hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of At the Applicable TimeTime and any Date of Delivery, neither none of (A) the General Disclosure Package nor Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, when considered together with the Prospectus, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were mademade with respect to the General Disclosure Package or Prospectus, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth first paragraph under the heading “Underwriting—Commissions and fourteenth Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization and Short Positions” and the information under the heading “Underwriting—Electronic Distribution”, in each case contained in the preliminary prospectus and Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither (i) At the respective times the Registration StatementStatement and any post-effective amendments thereto became effective and at each Representation Date, any Rule 462(b) the Registration Statement nor and any amendment thereto, at the times they became effective, at the Closing Time or at post-effective amendments thereto did not and will not contain any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As , (ii) as of the Applicable Initial Sale Time, neither (A) the General Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) at the date of the Prospectus and at the Closing Date, neither the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, contained, contains amendments or supplements thereto included or will contain include an untrue statement of a material fact or omitted, omits omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto , and (including any prospectus wrapper)iv) each Issuer Free Writing Prospectus, as of its dateissue date and at all subsequent times through the completion of the offering of Securities under this Agreement, at the time of did not, does not and will not include any filing information that conflicted, conflicts or will conflict with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference information contained in the Registration Statement, the General Disclosure Package and Preliminary Prospectus or the Prospectus, at provided that the time representations and warranties set forth in this Section 2(e) are limited solely to the Registration Statement became effective or when Selling Shareholder Information (as defined below) of such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information Selling Shareholder in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be. The parties to this Agreement understand and agree that the “Selling Shareholder Information” of any Selling Shareholder consists solely of (A) the name of such Selling Shareholder, did not and will not include an untrue statement (B) the number of a material fact or omit Securities beneficially owned by such Selling Shareholder prior to state a material fact required the completion of the offering, (C) the number of Securities to be stated therein or necessary offered by such Selling Shareholder, and (D) the address and other information with respect to make such Selling Shareholder (excluding any percentage) which appears under the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto caption “Selling Stockholders” (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information relevant footnotes) in the thirteenth Disclosure Package and fourteenth paragraphs under the heading “Underwriting” in the Prospectus (collectively, the “Underwriter Information”)Prospectus.

Accurate Disclosure. Neither the The Registration Statement, when it became or becomes effective, and the Prospectus, and any Rule 462(b) amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the 1933 Act. Neither the Registration Statement nor any amendment thereto, at the times they became effective, its effective time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationincluded, when considered together with the General Disclosure Package, contained, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Closing Time or at any Date of DeliveryTime, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the General Disclosure Package or the Prospectus in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth first paragraph under the heading “Underwriting–Commissions and fourteenth Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Short Sales, Stabilizing Transactions, and Penalty Bids” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any post-effective amendment thereto, at the times they respective time it became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of At the Applicable Time, neither at the Closing Time and at each Date of Delivery, if any, none of (A) the General Disclosure Package nor Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and Package or (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, containedincluded, contains includes or will contain include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package and the ProspectusPackage, at the time the Registration Statement became effective or when such documents incorporated by reference they were filed with the CommissionCommission conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, as and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the case may bestatements therein, when read together with in the other information light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the General Disclosure Package Package, when such documents are filed with the Commission, will conform in all material respects to the requirements of the 1934 Act and the Prospectus, as the case may be, did not 1934 Act Regulations and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company filed the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or accompanied by the Prospectus satisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto (including any prospectus wrapper)), thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative by or on behalf of any Underwriter specifically Representatives expressly for inclusion use therein. For purposes of this Agreement, the only information so furnished shall be the information in the thirteenth and fourteenth paragraphs ninth paragraph under the heading “Underwriting” (regarding short sales and stabilizing transactions) in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).