Common use of Automatic Shelf Registration Statement Clause in Contracts

Automatic Shelf Registration Statement. The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the SEC an automatic shelf registration statement, as defined in Rule 405 under the Securities Act (“Rule 405”) (the file number of which is set forth in Schedule I hereto) on Form S-3, including a related Base Prospectus, for the registration of the offering and sale of the Securities under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing; and no stop order suspending the effectiveness of the Registration Statement or notice objecting to its use has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of the Company, threatened by the SEC against the Company or related to the Offering of the Securities. The Company may have filed with the SEC, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), a preliminary prospectus supplement relating to the Securities, which has previously been furnished to you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) after the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and the Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.

Automatic Shelf Registration Statement. The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the SEC Registration Statement is an “automatic shelf registration statement, ” as defined in under Rule 405 under the Securities Act (“Rule 405”) (that has been filed with the file number of which is set forth in Schedule I hereto) on Form S-3, including a related Base Prospectus, for Commission not earlier than three years prior to the registration of date hereof; such Registration Statement became effective upon filing with the offering and sale of the Securities Commission under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto has been received by the Company. No stop order suspending the effectiveness of the Registration Statement or notice objecting to its use has been issued by the SEC is in effect, and no proceeding proceedings for that such purpose or pursuant to Section 8A of the Securities Act has been initiated are pending before or, to the knowledge of the Company, threatened by the SEC against Commission. The Commission has not issued any order preventing or suspending the use of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus. Copies of the Registration Statement and each of the amendments thereto have been delivered by the Company or related to the Offering Underwriters (provided that availability of the SecuritiesRegistration Statement and each amendment on XXXXX shall constitute delivery so long as the XXXXX copy is substantially identical except as permitted by Regulation S-T). The Company may have filed with the SECRegistration Statement conformed on each applicable Effective Date, as part of an and any amendment to the Registration Statement or pursuant to Rule 424(b)filed after the date hereof will conform when filed and effective, a preliminary prospectus supplement relating in all material respects to the Securities, which has previously been furnished to you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) after the Execution Time. As filed, such final prospectus supplement shall contain all information required by requirements of the Securities Act and the rules thereunderRules and Regulations. The Prospectus, as of its date, will conform and, as it may be further supplemented by filings with the Commission, will conform, on the Closing Date and the Option Closing Date (each defined below), if any, in all material respects to the requirements of the Securities Act and the Rules and Regulations. As of the Effective Date, the date hereof, the Closing Date and the Option Closing Date, if any, the Registration Statement, and any post-effective amendments, do not and will 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 not misleading; the Prospectus, as of its date, will not, and, except on the Closing Date and the Option Closing Date, if any, as amended or supplemented by filings with the Commission, will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the extent the Representative shall agree in writing to a modificationstatements therein, shall be in all substantive respects in the form furnished to you prior to light of the Execution Time orcircumstances under which they were made, to not misleading; and the extent not completed at Disclosure Package, as of the Execution Applicable Time, shall contain only such specific additional information and other changes (beyond that contained 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 Base Prospectus light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, none of the representations and warranties set forth in this Section 1(a) shall apply to statements or omissions in the Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at or the Execution TimeProspectus, meets or any amendment or supplement in reliance upon and in conformity with written information furnished to the requirements set forth Company by the Underwriters expressly for use therein, such information being listed in Rule 415(a)(1)(xSection 7(b) under the Securities Act. The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Timebelow.

Automatic Shelf Registration Statement. (i) Well-Known Seasoned Issuer Status. (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405. (ii) Effectiveness of Automatic Shelf Registration Statement. The Registration Statement is an “automatic shelf registration statement”, as defined in Rule 405. If immediately prior to the Renewal Deadline, any of the Offered Securities remain unsold by the Underwriters, the Company meets will prior to the requirements for use of Form S-3 under Renewal Deadline, if it has not already done so and is eligible to do so, file a new automatic shelf registration statement relating to the Securities Act and has prepared and filed with Offered Securities, in a form satisfactory to the SEC Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, as defined the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Offered Securities, in Rule 405 under a form satisfactory to the Securities Act (“Rule 405”) (Representatives, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the file number of which is set forth in Schedule I hereto) on Form S-3, including a related Base Prospectus, for Renewal Deadline. The Company will take all other action necessary or appropriate to permit the registration of the public offering and sale of the Offered Securities under to continue as contemplated in the Securities Act. Such Registration Statement, including any amendments thereto filed prior expired registration statement relating to the Execution Time, became effective upon filing; and no stop order suspending the effectiveness of the Registration Statement or notice objecting to its use has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of the Company, threatened by the SEC against the Company or related to the Offering of the Offered Securities. The Company may have filed with the SEC, as part of an amendment References herein to the Registration Statement shall include such new automatic shelf registration statement or pursuant to Rule 424(b)such new shelf registration statement, a preliminary prospectus supplement relating to the Securities, which has previously been furnished to you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) after the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and the Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Timecase may be.

Automatic Shelf Registration Statement. (i) Well-Known Seasoned Issuer Status. (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405. (ii) Effectiveness of Automatic Shelf Registration Statement. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405. If immediately prior to the Renewal Deadline (as hereinafter defined), any of the Offered Securities remain unsold by the Underwriters, the Company meets will prior to the requirements for use of Form S-3 under Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities Act and has prepared and filed with Offered Securities, in a form satisfactory to the SEC Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, as defined the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Offered Securities, in Rule 405 under a form satisfactory to the Securities Act (“Rule 405”) (Lead Underwriter, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the file number of which is set forth in Schedule I hereto) on Form S-3, including a related Base Prospectus, for Renewal Deadline. The Company will take all other action necessary or appropriate to permit the registration of the public offering and sale of the Offered Securities under to continue as contemplated in the Securities Act. Such Registration Statement, including any amendments thereto filed prior expired registration statement relating to the Execution Time, became effective upon filing; and no stop order suspending the effectiveness of the Registration Statement or notice objecting to its use has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of the Company, threatened by the SEC against the Company or related to the Offering of the Offered Securities. The Company may have filed with the SEC, as part of an amendment References herein to the Registration Statement shall include such new automatic shelf registration statement or pursuant to Rule 424(b)such new shelf registration statement, a preliminary prospectus supplement relating to the Securities, which has previously been furnished to you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) after the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and the Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Timecase may be.

Automatic Shelf Registration Statement. The Company meets As soon as reasonably practicable following the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the SEC date hereof, an “automatic shelf registration statement, ” as defined in under Rule 405 under the Securities Act (“Rule 405”) (the file number of which is set forth in Schedule I hereto) on Form S-3S-3 registering the sale of Parent Common Stock, including a related Base Prospectusamong other securities, for will have been filed by Parent with the registration SEC which shall, among other things, permit the resale of the offering Stock Consideration by Seller (and sale any transferees or distributees of Stock Consideration pursuant to Section 2.5(c)). As of the Securities under the Securities Act. Such Registration StatementClosing, including such registration statement, and any amendments thereto filed prior to the Execution Timepost-effective amendment thereto, became if any, shall have become effective upon filing; on filing and no stop order suspending the effectiveness of the Registration Statement such registration statement or notice objecting to its use has any part thereof will have been issued by the SEC and no proceeding for that purpose or pursuant to under Section 8A of the Securities Act has will have been initiated or, to the knowledge of the Company, or threatened by the SEC, and no notice of objection of the SEC against the Company or related to the Offering use of the Securities. The Company may have filed with the SEC, as part of an such registration statement or any post-effective amendment to the Registration Statement or thereto pursuant to Rule 424(b)401(g)(2) under the Act will have been received by the Parent. The registration statement, a preliminary any post-effective amendment thereto, the base prospectus and any prospectus supplement relating to the Securities, which has previously been furnished to you. The Company will file Stock Consideration filed with the SEC a final prospectus supplement relating Commission pursuant to the Securities in accordance with Rule 424(b) after under the Execution Time. As filedSecurities Act (including but not limited to, the Prospectus Supplement), each as amended at the time such final prospectus supplement shall contain part of the registration statement becomes effective, together with the exhibits thereto and the documents incorporated by reference therein, are hereinafter collectively referred to as the “Registration Statement.” Upon filing, the Registration Statement conformed and, will conform, in all information required by material respects to the requirements of the Securities Act and the rules and regulations thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and the Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made thereinduring any suspension permitted by Section 5.13. The Registration StatementStatement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the prospectus contained therein (which shall, at if applicable, include the Execution Time, meets the requirements set forth base prospectus included in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date of the Registration Statement was and the Prospectus Supplement, in each case as they may be amended or supplemented from time to time) will not earlier than contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the date three years before statements made, in light of the Execution Timecircumstances under which they were made therein, not misleading; provided, that no representation or warranty is made as to information contained in or omitted from the Registration Statement, or the base prospectus or any prospectus supplement in reliance upon and in conformity with written information relating to Seller furnished to Parent by Seller or any representatives on behalf of Seller (or any transferees or distributees of Stock Consideration pursuant to Section 2.5(c)) expressly for use in the Registration Statement, prospectus or prospectus supplement relating to the Stock Consideration.

Automatic Shelf Registration Statement. (A) Well-Known Seasoned Issuer Status. (1) At the time of initial filing of the Registration Statement, (2) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (3) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405. (B) Effectiveness of Automatic Shelf Registration Statement. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405. If immediately prior to the Renewal Deadline, any of the Offered Securities remain unsold by the Representatives, the Company meets will, prior to the requirements for use of Form S-3 under Renewal Deadline, if it has not already done so and is eligible to do so, file a new automatic shelf registration statement relating to the Securities Act and has prepared and filed with Offered Securities, in a form satisfactory to the SEC Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, as defined the Company will, prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Offered Securities, in Rule 405 under a form satisfactory to the Securities Act (“Rule 405”) (Representatives, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the file number of which is set forth in Schedule I hereto) on Form S-3, including a related Base Prospectus, for Renewal Deadline. The Company will take all other action necessary or appropriate to permit the registration of the public offering and sale of the Offered Securities under to continue as contemplated in the Securities Act. Such Registration Statement, including any amendments thereto filed prior expired registration statement relating to the Execution Time, became effective upon filing; and no stop order suspending the effectiveness of the Registration Statement or notice objecting to its use has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of the Company, threatened by the SEC against the Company or related to the Offering of the Offered Securities. The Company may have filed with the SEC, as part of an amendment References herein to the Registration Statement shall include such new automatic shelf registration statement or pursuant to Rule 424(b)such new shelf registration statement, a preliminary prospectus supplement relating to the Securities, which has previously been furnished to you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) after the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and the Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Timecase may be.

Automatic Shelf Registration Statement. The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the SEC an An “automatic shelf registration statement, ” as defined in Rule 405 of the Rules and Regulations on Form S-3 (File No. 333- 257691) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act (“Rule 405”) of 1933, as amended (the file number of which is set forth in Schedule I hereto) on Form S-3“Securities Act”), including a related Base Prospectus, for and the registration rules and regulations of the offering Commission thereunder (the “Rules and sale of the Securities under the Securities Act. Such Registration StatementRegulations”), including any amendments thereto filed not earlier than three (3) years prior to the Execution Timedate hereof; such registration statement, and any post-effective amendment thereto, became effective upon on filing; and no stop order suspending the effectiveness of the Registration Statement such registration statement or notice objecting to its use any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of the Company, or threatened by the SEC against Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the Rules and Regulations has been received by the Company or related to (the Offering prospectus filed as part of such automatic shelf registration statement in the Securities. The Company may have form in which it has most recently been filed with the SECCommission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus” and any preliminary prospectus (including any preliminary prospectus supplement) relating to the Stock filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “Preliminary Prospectus”). Such automatic shelf registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such automatic shelf registration statement, are hereinafter collectively called the “Registration Statement.” The form of the final prospectus relating to the Stock filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 4(i)(a) hereof, is hereinafter called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein; any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Stock filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and any documents filed under the Securities Exchange Act of 1934, as part amended (the “Exchange Act”), and incorporated by reference therein, in each case after the date of an the Base Prospectus, such Preliminary Prospectus, or Prospectus, as the case may be; any reference to any amendment to the Registration Statement or shall be deemed to refer to and include any annual report on Form 10-K of the Company filed pursuant to Rule 424(b), a preliminary prospectus supplement relating to Section 13(a) or 15(d) of the Securities, which has previously been furnished to you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) Exchange Act after the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and the Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date effective date of the Registration Statement was not earlier than that is incorporated by reference into the date three years before the Execution Time.Registration Statement,

Automatic Shelf Registration Statement. The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the SEC an An “automatic shelf registration statement, ” as defined in Rule 405 under of the Rules and Regulations on Form S-3 (File No. 333-263622) in respect of the Stock has been filed with the Securities Act and Exchange Commission (the “Rule 405Commission”) not earlier than three (the file number of which is set forth in Schedule I hereto3) on Form S-3, including a related Base Prospectus, for the registration of the offering and sale of the Securities under the Securities Act. Such Registration Statement, including any amendments thereto filed years prior to the Execution Timedate hereof; such registration statement, and any post-effective amendment thereto, became effective upon on filing; and no stop order suspending the effectiveness of the Registration Statement such registration statement or notice objecting to its use any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of the Company, or threatened by the SEC against Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the Rules and Regulations has been received by the Company or related to (the Offering prospectus filed as part of such automatic shelf registration statement in the Securities. The Company may have form in which it has most recently been filed with the SECCommission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus” and any preliminary prospectus (including any preliminary prospectus supplement) relating to the Stock filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “Preliminary Prospectus”). Such automatic shelf registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such automatic shelf registration statement, are hereinafter collectively called the “Registration Statement.” The form of the final prospectus relating to the Stock filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 4(i)(a) hereof, is hereinafter called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein; any reference to any amendment or supplement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Stock filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and any documents filed under the Securities Exchange Act of 1934, as part amended (the “Exchange Act”), and incorporated by reference therein, in each case after the date of an the Base Prospectus, such Preliminary Prospectus, or Prospectus, as the case may be; any reference to any amendment to the Registration Statement or shall be deemed to refer to and include any annual report on Form 10-K of the Company filed pursuant to Rule 424(b), a preliminary prospectus supplement relating to Section 13(a) or 15(d) of the Securities, which has previously been furnished to you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) Exchange Act after the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and the Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date effective date of the Registration Statement was not earlier than that is incorporated by reference into the date three years before the Execution TimeRegistration Statement.

Automatic Shelf Registration Statement. The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the SEC an An “automatic shelf registration statement, ” as defined in Rule 405 of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act (“Rule 405”) of 1933, as amended (the file number of which is set forth in Schedule I hereto“Securities Act”) on Form S-3, including a related Base Prospectus, for the registration S-3 (File No. 333-264533) in respect of the offering and sale of Stock has been filed with the Securities under and Exchange Commission (the Securities Act. Such Registration Statement, including any amendments thereto filed “Commission”) not earlier than three (3) years prior to the Execution Timedate hereof; such registration statement, and any post-effective amendment thereto, became effective upon on filing; and no stop order suspending the effectiveness of the Registration Statement such registration statement or notice objecting to its use any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of the Company, or threatened by the SEC against Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the Rules and Regulations has been received by the Company or related to (the Offering prospectus filed as part of such automatic shelf registration statement in the Securities. The Company may have form in which it has most recently been filed with the SECCommission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus” and any preliminary prospectus (including any preliminary prospectus supplement) relating to the Stock filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “Preliminary Prospectus”). Such automatic shelf registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such automatic shelf registration statement, are hereinafter collectively called the “Registration Statement.” The form of the final prospectus relating to the Stock filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 4(a) hereof, is hereinafter called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein; any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Stock filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and any documents filed under the Securities Exchange Act of 1934, as part amended (the “Exchange Act”), and incorporated by reference therein, in each case after the date of an the Base Prospectus, such Preliminary Prospectus, or Prospectus, as the case may be; any reference to any amendment to the Registration Statement or shall be deemed to refer to and include any annual report on Form 10-K of the Company filed pursuant to Rule 424(b), a preliminary prospectus supplement relating to Section 13(a) or 15(d) of the Securities, which has previously been furnished to you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) Exchange Act after the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and the Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date effective date of the Registration Statement was not earlier than that is incorporated by reference into the date three years before the Execution TimeRegistration Statement.

Automatic Shelf Registration Statement. The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the SEC an An “automatic shelf registration statement, ” as defined in Rule 405 under of the rules and regulations (the “Rules and Regulations”) of the Securities Act (“Rule 405”) and Exchange Commission (the file number of which is set forth in Schedule I hereto“Commission”) on Form S-3, including a related Base Prospectus, for the registration S-3 (File No. 333-225678) in respect of the offering and sale of Stock has been filed with the Securities under the Securities Act. Such Registration Statement, including any amendments thereto filed Commission not earlier than three (3) years prior to the Execution Timedate hereof; such registration statement, and any post-effective amendment thereto, became effective upon on filing; and no stop order suspending the effectiveness of the Registration Statement such registration statement or notice objecting to its use any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of the Company’s knowledge, threatened by the SEC against Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations of the Commission (the “Rules and Regulations”) has been received by the Company or related to (the Offering prospectus filed as part of such automatic shelf registration statement in the Securities. The Company may have form in which it has most recently been filed with the SECCommission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus” and any preliminary prospectus (including any preliminary prospectus supplement) relating to the Stock filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “Preliminary Prospectus”). Such automatic shelf registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such automatic shelf registration statement, are hereinafter collectively called the “Registration Statement.” The form of the final prospectus relating to the Stock filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 4(a) hereof, is hereinafter called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein; any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Stock filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and any documents filed under the Securities Exchange Act of 1934, as part amended (the “Exchange Act”), and incorporated by reference therein, in each case after the date of an the Base Prospectus, such Preliminary Prospectus, or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement or shall be deemed to refer to and include any annual report on Form 10-K of the Company filed pursuant to Rule 424(b), a preliminary prospectus supplement relating to Section 13(a) or 15(d) of the Securities, which has previously been furnished to you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) Exchange Act after the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and the Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date effective date of the Registration Statement was not earlier than that is incorporated by reference into the date three years before the Execution TimeRegistration Statement.