Common use of Contents of Registration Statement Clause in Contracts

Contents of Registration Statement. As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (e) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (d) the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus is the statements specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] paragraph under the section captioned "Underwriting" in the Registration Statement and the Prospectus, (ii) the concession and reallowance figures contained in the paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iii) stabilizing and passive market making activities under the paragraph captioned "Short Sales, Stabilizing Transactions and Penalty Bids" under the section captioned "Underwriting" in the Registration Statement and the Prospectus.

Contents of Registration Statement. As On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the time any part of the Registration Statement Securities, (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (ai) the Registration Statement did not or will not contain and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and (ii) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to or make the statements therein in light of the circumstances in which they were made, not misleading; provided, (b) however, that the Company makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriters' specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the Prospectus comply and, as amended or supplemented, if applicable, will comply identity of the Underwriters' Counsel under the caption "LEGAL MATTERS," which information the Underwriters hereby represent and warrant to the Company is true and correct in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (e) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (d) the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters for use inclusion in the Registration Statement and Prospectus, as the case may be. Except for the registration rights granted under the Underwriters' Warrants, or as disclosed in the Prospectus, no holders of any securities of the Company or of any options, warrants or convertible or exchangeable securities of the Company exercisable for or convertible or exchangeable for securities of the Company, have the right to include any securities issued by the Company in the Registration Statement or any registration statement to be filed by the Prospectus is the statements specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] paragraph under the section captioned "Underwriting" in the Registration Statement and the Prospectus, (ii) the concession and reallowance figures contained in the paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iii) stabilizing and passive market making activities under the paragraph captioned "Short Sales, Stabilizing Transactions and Penalty Bids" under the section captioned "Underwriting" in the Registration Statement and the ProspectusCompany.

Contents of Registration Statement. As of the time any part of the (i) The Registration Statement (or any post-effective amendment theretoStatement, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) when it became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, (bii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (ciii) each preliminary prospectus filed as part the Prospectus, when first used to confirm the sales of the Registration Statement as originally filed or as part of any amendment theretoShares, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any 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 in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein therein, and (eiv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (d) iii), the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus is are the statements specifically relating to (ia) the aggregate number of Firm Shares that the Underwriters Representatives have severally agreed to purchase contained in the [ • ] first paragraph under the section Section captioned "“Underwriting" ” in the Registration Statement and the Prospectus, (iib) the concession and reallowance figures contained in the paragraph captioned "“Commissions and Discounts" ” under the section Section caption "“Underwriting" ” in the Registration Statement and Prospectus, (c) information under the paragraph captioned “Discretionary Accounts” under the Section captioned “Underwriting” in the Prospectus, and (iiid) stabilizing and passive market making activities under the paragraph captioned "“Short Sales, Stabilizing Transactions and Penalty Bids" ” under the section Section captioned "“Underwriting" ” in the Registration Statement and the Prospectus.

Contents of Registration Statement. As of the time any part of the (i) The Registration Statement (or any post-effective amendment theretoStatement, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) when it became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, (bii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, thereunder and (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (diii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any 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 in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (e) the statistical and market-related data included in the Registration Statement therein. Each preliminary prospectus and the Prospectus are based on or derived from sources that when filed complied in all material respects with the Company believes Securities Act and, if filed by electronic transmission pursuant to XXXXX (except as may be reliable and accurate. With respect permitted by Regulation S-T under the Securities Act), was identical to the exception set forth at clause (d) the Company acknowledges that the only information furnished in writing by copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Shares. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time it became effective and at all subsequent times during which a Prospectus is required to be delivered, complied and will comply in all material respects with the Securities Act. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or the Prospectus is the statements specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] paragraph under the section captioned "Underwriting" in the Registration Statement and the Prospectus, (ii) the concession and reallowance figures contained in the paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iii) stabilizing and passive market making activities under the paragraph captioned "Short Sales, Stabilizing Transactions and Penalty Bids" under the section captioned "Underwriting" in the Registration Statement and the Prospectusfiled as required.

Contents of Registration Statement. As On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the time any part of the Registration Statement Securities, (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (ai) the Registration Statement did not or will not contain and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and (ii) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to or make the statements therein in light of the circumstances in which they were made, not misleading; provided, (b) however, that the Company makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriter specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the Prospectus comply and, as amended or supplemented, if applicable, will comply identity of the Underwriters' Counsel under the caption "LEGAL MATTERS," which information the Underwriter hereby represents and warrants to the Company is true and correct in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (e) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (d) the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters Underwriter for use inclusion in the Registration Statement and Prospectus, as the case may be. Except for the registration rights granted under the Underwriters' Warrants, to the Selling Security Holders named in the Registration Statement, or as disclosed in the Prospectus, no holders of any securities of the Company or of any options, warrants or convertible or exchangeable securities of the Company exercisable for or convertible or exchangeable for securities of the Company, have the right to include any securities issued by the Company in the Registration Statement or any registration statement to be filed by the Prospectus is the statements specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] paragraph under the section captioned "Underwriting" in the Registration Statement and the Prospectus, (ii) the concession and reallowance figures contained in the paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iii) stabilizing and passive market making activities under the paragraph captioned "Short Sales, Stabilizing Transactions and Penalty Bids" under the section captioned "Underwriting" in the Registration Statement and the ProspectusCompany.

Contents of Registration Statement. As of the time any part of the (i) The Registration Statement (or any post-effective amendment theretoStatement, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) when it became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, (bii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (diii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any 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 in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein therein, and (eiv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (d) iii), the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus is are the statements specifically relating to (ia) the aggregate number of Firm Shares that the Underwriters Representatives have severally agreed to purchase contained in the [ • ] first paragraph under the section Section captioned "“Underwriting" ” in the Registration Statement and the Prospectus, (iib) the concession and reallowance figures contained in the paragraph captioned "“Commissions and Discounts" ” under the section caption "Section captioned “Underwriting" ” in the Registration Statement and Prospectus, (c) information under the paragraph captioned “Passive Market Making” under the Section captioned “Underwriting” in the Prospectus, and (iiid) stabilizing and passive market making activities under the paragraph captioned "“Short Sales, Stabilizing Transactions and Penalty Bids" ” under the section Section captioned "“Underwriting" ” in the Registration Statement and the Prospectus.

Contents of Registration Statement. As of the time any part of the (i) The Registration Statement (or any post-effective amendment theretoStatement, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) when it became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, (bii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, thereunder and (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (diii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any 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 in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (e) the statistical and market-related data included in the Registration Statement therein. Each preliminary prospectus and the Prospectus are based on or derived from sources that when filed complied in all material respects with the Company believes Securities Act and, if filed by electronic transmission pursuant to EDGAR (except as may be reliable and accurate. With respect permittex xx Regulation S-T under the Securities Act), was identical to the exception set forth at clause (d) the Company acknowledges that the only information furnished in writing by copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Shares. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time it became effective and at all subsequent times during which a Prospectus is required to be delivered, complied and will comply in all material respects with the Securities Act. There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or the Prospectus is the statements specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] paragraph under the section captioned "Underwriting" in the Registration Statement and the Prospectus, (ii) the concession and reallowance figures contained in the paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iii) stabilizing and passive market making activities under the paragraph captioned "Short Sales, Stabilizing Transactions and Penalty Bids" under the section captioned "Underwriting" in the Registration Statement and the Prospectusfiled as required.

Contents of Registration Statement. As of the time any part of the (i) The Registration Statement (or any post-effective amendment theretoStatement, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) when it became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, (bii) the Registration Statement complied when it became effective, complies and, as amended or supplemented, if applicable, will comply and the Prospectus comply complies and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, thereunder and (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (diii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any 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 in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was Placement Agent furnished to the Company in writing by such Underwriter Placement Agent through you the Representatives expressly for use therein. The Chief Executive Office and the Chief Financial Officer of the Company have signed, and the Company has furnished to the Commission, all certifications required by Section 906 of the Sxxxxxxx-Xxxxx Act of 2002; such certifications contain no qualifications or exceptions to the matters certified therein and (e) the statistical have not been modified or withdrawn; and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that neither the Company believes nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. The Company’s Subsidiary is not required to be reliable and accurate. With respect to file any forms, reports or other documents with the exception set forth at clause (d) the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus is the statements specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] paragraph under the section captioned "Underwriting" in the Registration Statement and the Prospectus, (ii) the concession and reallowance figures contained in the paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iii) stabilizing and passive market making activities under the paragraph captioned "Short Sales, Stabilizing Transactions and Penalty Bids" under the section captioned "Underwriting" in the Registration Statement and the ProspectusCommission.

Contents of Registration Statement. As of the time any part of the (i) The Registration Statement (or any post-effective amendment theretoStatement, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) when it became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, (bii) the Registration Statement Statement, the Statutory Prospectus and the Prospectus Prospectus, comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (ciii) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act Statutory Prospectus and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any 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 in this paragraph do not apply to statements or omissions in the Registration Statement Statement, the Statutory Prospectus or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and Statement, the Statutory Prospectus or the Prospectus captioned "“Underwriting" ” that was furnished to the Company in writing by such Underwriter through you expressly for use therein therein, and (eiv) the statistical and market-related data included or incorporated by reference in the Registration Statement Statement, Statutory Prospectus and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at in clause (d) iii), the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement Statement, Statutory Prospectus or the Prospectus Prospectus, as the case may be, is the statements specifically relating to (ia) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] first paragraph under the section captioned "“Underwriting" ” in the Registration Statement and the Prospectus, (iib) the concession and reallowance figures contained in the paragraph captioned "“Commissions and Discounts" ” under the section caption "“Underwriting" ” in the Registration Statement and the Prospectus, and (iiic) stabilizing and passive market making activities under the paragraph captioned "“Short Sales, Stabilizing Transactions and Penalty Bids" ” under the section captioned "“Underwriting" ” in the Registration Statement Statement, Statutory Prospectus and the Prospectus. (B) As of the Initial Sale Time, the Disclosure Package did 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by and Underwriter consists of the information described as such in Section 1.2(A) hereof. No statement of material fact included in the Prospectus has been omitted from the Disclosure Package available at the Initial Sale Time and no statement of material fact included in the Disclosure Package available at the Initial Sale Time that is required to be included in the Prospectus has been omitted therefrom. (C) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date of which the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, Statutory Prospectus or Prospectus, including any document incorporated by reference therein that has not been superseded or modified. If at any time following issuance of an Issuer Free Writing Prospectus, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained or incorporated by reference in the Registration Statement, Statutory Prospectus or Prospectus, or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 1.2(A) hereof. (D) The documents incorporated by reference in the Registration Statement, any Preliminary Prospectus, Statutory Prospectus or the Prospectus, when filed with the Commission, as of the Initial Sales Time, on the Closing Date and Option Closing Date (as each term is defined below), conformed and will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder. Any further documents filed with the Commission and incorporated by reference in the Registration Statement, any Preliminary Prospectus, Statutory Prospectus or the Prospectus, when filed with the Commission, as of the Initial Sales Time, on the Closing Date and Option Closing Date, conformed and will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder. (E) The documents incorporated by reference in the Registration Statement, any Preliminary Prospectus, Statutory Prospectus or the Prospectus did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, as of the Initial Sales Time, on the Closing Date and Option Closing Date, 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.

Contents of Registration Statement. As On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the time any part of the Registration Statement Securities, (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (ai) the Registration Statement did not or will not contain and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and (ii) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to or make the statements therein in light of the circumstances in which they were made, not misleading; provided, (b) however, that the Company makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriter specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the Prospectus comply and, as amended or supplemented, if applicable, will comply identity of the Underwriter's Counsel under the caption "LEGAL MATTERS," which information the Underwriter hereby represents and warrants to the Company is true and correct in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (e) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (d) the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters Underwriter for use inclusion in the Registration Statement and Prospectus, as the case may be. Except for the registration rights granted under the Underwriter's Unit Purchase Options, to the Selling Security Holders named in the Registration Statement, or as disclosed in the Prospectus, no holders of any securities of the Company or of any options, warrants or convertible or exchangeable securities of the Company exercisable for or convertible or exchangeable for securities of the Company, have the right to include any securities issued by the Company in the Registration Statement or any registration statement to be filed by the Prospectus is the statements specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] paragraph under the section captioned "Underwriting" in the Registration Statement and the Prospectus, (ii) the concession and reallowance figures contained in the paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iii) stabilizing and passive market making activities under the paragraph captioned "Short Sales, Stabilizing Transactions and Penalty Bids" under the section captioned "Underwriting" in the Registration Statement and the ProspectusCompany.

Contents of Registration Statement. As of the time any part of the (i) The Registration Statement (or any post-effective amendment theretoStatement, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) when it became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, (bii) the Registration Statement Statement, the Statutory Prospectus and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, and (ciii) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act Statutory Prospectus and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any 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 in this paragraph do not apply to statements or omissions in the Registration Statement Statement, the Statutory Prospectus or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and Statement, the Statutory Prospectus or the Prospectus captioned "“Underwriting" ” that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (eiv) the statistical and market-related data included in the Registration Statement Statement, Statutory Prospectus and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (diii) the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus is the statements specifically relating to (ia) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] first paragraph under the section captioned "“Underwriting" ” in the Registration Statement and the Prospectus, (iib) the concession and reallowance figures contained in the paragraph captioned "“Commissions and Discounts" ” under the section caption "“Underwriting" ” in the Registration Statement and the Prospectus, and (iiic) stabilizing and passive market making activities under the paragraph captioned "“Short Sales, Stabilizing Transactions and Penalty Bids" ” under the section captioned "“Underwriting" ” in the Registration Statement and the Prospectus. (B) As of the Initial Sale Time, the Disclosure Package did 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by and Underwriter consists of the information described as such in Section 1.2(A) hereof. No statement of material fact included in the Prospectus has been omitted from the Disclosure Package available at the Initial Sale Time and no statement of material fact included in the Disclosure Package available at the Initial Sale Time that is required to be included in the Prospectus has been omitted therefrom. (C) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date of which the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, including any document incorporated by reference therein that has not been superseded or modified. If at any time following issuance of an Issuer Free Writing Prospectus, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 1.2(A) hereof.

Contents of Registration Statement. As of the time any part of the (A). (i) The Registration Statement (or any post-effective amendment theretoStatement, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) when it became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, (bii) the Registration Statement Statement, the Statutory Prospectus and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, and (ciii) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act Statutory Prospectus and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any 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 in this paragraph do not apply to statements or omissions in the Registration Statement Statement, the Statutory Prospectus or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and Statement, the Statutory Prospectus or the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (eiv) the statistical and market-related data included in the Registration Statement Statement, Statutory Prospectus and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (diii) the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus is the statements specifically relating to (ia) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] first paragraph under the section captioned "Underwriting" in the Registration Statement and the Prospectus, (iib) the concession and reallowance figures contained in the paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iiic) stabilizing and passive market making activities under the paragraph captioned "Short Sales, Stabilizing Transactions and Penalty Bids" under the section captioned "Underwriting" in the Registration Statement and the Prospectus.

Contents of Registration Statement. As On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the time any part of the Registration Statement Securities, (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (ai) the Registration Statement did not or will not contain and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and (ii) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to or make the statements therein in light of the circumstances in which they were made, not misleading; provided, (b) however, that the Company makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriter specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the Prospectus comply and, as amended or supplemented, if applicable, will comply identity of the Underwriter's Counsel under the caption "LEGAL MATTERS," which information the Underwriter hereby represents and warrants to the Company is true and correct in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (e) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (d) the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters Underwriter for use inclusion in the Registration Statement and Prospectus, as the case may be. Except for the registration rights granted under the Underwriter's Warrant, or as disclosed in the Prospectus, no holders of any securities of the Company or of any options, warrants or convertible or exchangeable securities of the Company exercisable for or convertible or exchangeable for securities of the Company, have the right to include any securities issued by the Company in the Registration Statement or any registration statement to be filed by the Prospectus is the statements specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] paragraph under the section captioned "Underwriting" in the Registration Statement and the Prospectus, (ii) the concession and reallowance figures contained in the paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iii) stabilizing and passive market making activities under the paragraph captioned "Short Sales, Stabilizing Transactions and Penalty Bids" under the section captioned "Underwriting" in the Registration Statement and the ProspectusCompany.

Contents of Registration Statement. As of the time any part of the (i) The Registration Statement (or any post-effective amendment theretoStatement, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) when it became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (bii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (diii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "“Underwriting" ” that was furnished to the Company in writing by such Underwriter through you expressly for use therein the Underwriters and (eiv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (diii) the Company acknowledges parties hereto acknowledge that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus is the statements under the section captioned “Underwriting” in the Registration Statement and Prospectus (a) specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in purchase, (b) regarding the [ • ] paragraph date of delivery of the Shares, (c) under the section captioned "Underwriting" in the Registration Statement and the Prospectus, (ii) the concession and reallowance figures contained in the paragraph captioned "caption “Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus”, and (iiid) stabilizing and passive market making activities under the paragraph captioned "caption “Short Sales, Stabilizing Transactions and Penalty Bids" under the section captioned "Underwriting" in the Registration Statement and the Prospectus.”

Contents of Registration Statement. As On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the time any part of the Registration Statement Securities, (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (ai) the Registration Statement did not or will not contain and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and (ii) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to or make the statements therein in light of the circumstances in which they were made, not misleading; provided, (b) however, that the Company makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriters specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the Prospectus comply and, as amended or supplemented, if applicable, will comply identity of the Underwriters' Counsel under the caption "LEGAL MATTERS," which information the Underwriters hereby represents and warrants to the Company is true and correct in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (e) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (d) the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters for use inclusion in the Registration Statement and Prospectus, as the case may be. Except for the registration rights granted under the Underwriters' Warrant, or as disclosed in the Prospectus, no holders of any securities of the Company or of any options, warrants or convertible or exchangeable securities of the Company exercisable for or convertible or exchangeable for securities of the Company, have the right to include any securities issued by the Company in the Registration Statement or any registration statement to be filed by the Prospectus is the statements specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] paragraph under the section captioned "Underwriting" in the Registration Statement and the Prospectus, (ii) the concession and reallowance figures contained in the paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iii) stabilizing and passive market making activities under the paragraph captioned "Short Sales, Stabilizing Transactions and Penalty Bids" under the section captioned "Underwriting" in the Registration Statement and the ProspectusCompany.

Contents of Registration Statement. As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not or, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, and (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (e) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accuratetherein. With respect to the exception set forth at in clause (d) c), the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus is the statements specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] table immediately following the first paragraph under the section captioned "Underwriting" in the Registration Statement and the Prospectus, (ii) the concession and reallowance figures contained date of delivery of the Shares in the third paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iii) stabilizing and passive market making activities under the paragraph captioned "Short Sales, Stabilizing Transactions and Penalty Bids" under of the section captioned "Underwriting" in the Registration Statement and the Prospectus, (iii) concession and reallowance figures contained in the first paragraph under the section captioned "Underwriting—Commissions and Discounts" in the Registration Statement and the Prospectus, and (iv) stabilizing and passive market making activities under the section captioned "Underwriting—Short Sales, Stabilizing Transactions and Penalty Bids" in the Registration Statement and the Prospectus.

Contents of Registration Statement. As On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the time any part of the Registration Statement (or any post-effective amendment theretoSecurities, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not or will not contain and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and (b) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to or make the statements therein in light of the circumstances in which they were made, not misleading; provided, (b) however, that the Company, makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriter specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the Prospectus comply and, as amended or supplemented, if applicable, will comply identity of the Underwriter's Counsel under the caption "LEGAL MATTERS," which information the Underwriter hereby represents and warrants to the Company is true and correct in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (e) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (d) the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters for use in the Registration Statement or the Prospectus is the statements specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] paragraph under the section captioned "Underwriting" inclusion in the Registration Statement and the Prospectus, (ii) as the concession and reallowance figures contained in the paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iii) stabilizing and passive market making activities under the paragraph captioned "Short Sales, Stabilizing Transactions and Penalty Bids" under the section captioned "Underwriting" in the Registration Statement and the Prospectuscase may be.

Contents of Registration Statement. As of Up to the time any part of Closing Date and the Registration Statement (or any post-effective amendment theretoOption Closing Date, including a registration statement (if any: (i) filed pursuant to Rule 462(b) of the Securities Act) The Registration Statement, when it became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, (bii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (diii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any 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 in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "“Underwriting" ” that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (eiv) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (diii) the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus is the statements specifically relating to (ia) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] second paragraph under the section captioned "“Underwriting" ” in the Registration Statement and the Prospectus, (iib) the concession and reallowance figures contained in the paragraph captioned "“Commissions and Discounts" ” under the section caption "“Underwriting" ” in the Registration Statement and the Prospectus, and (iiic) stabilizing and passive market making activities under the paragraph captioned "“Short Sales, Stabilizing Transactions and Penalty Bids" ” under the section captioned "“Underwriting" ” in the Registration Statement and the Prospectus.

Contents of Registration Statement. As On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the time any part of the Registration Statement Securities, (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (ai) the Registration Statement did not or will not contain and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and (ii) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to or make the statements therein in light of the circumstances in which they were made, not misleading; provided, (b) however, that the Company makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriter specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the Prospectus comply and, as amended or supplemented, if applicable, will comply identity of the Underwriters' Counsel under the caption "LEGAL MATTERS," which information the Underwriters hereby represent and warrant to the Company are true and correct in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (e) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (d) the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters for use inclusion in the Registration Statement and Prospectus, as the case may be. Except for the registration rights granted under the Underwriters' Warrant, or as disclosed in the Prospectus, no holders of any securities of the Company or of any options, warrants or convertible or exchangeable securities of the Company exercisable for or convertible or exchangeable for securities of the Company, have the right to include any securities issued by the Company in the Registration Statement or any registration statement to be filed by the Prospectus is the statements specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] paragraph under the section captioned "Underwriting" in the Registration Statement and the Prospectus, (ii) the concession and reallowance figures contained in the paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iii) stabilizing and passive market making activities under the paragraph captioned "Short Sales, Stabilizing Transactions and Penalty Bids" under the section captioned "Underwriting" in the Registration Statement and the ProspectusCompany.

Contents of Registration Statement. As On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the time any part of the Registration Statement Securities, (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (ai) the Registration Statement did not or will not contain and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and (ii) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to or make the statements therein in light of the circumstances in which they were made, not misleading; provided, (b) however, that the Company makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriter specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the Prospectus comply and, as amended or supplemented, if applicable, will comply identity of the Underwriters' Counsel under the caption "LEGAL MATTERS," which information the Underwriter hereby represents and warrants to the Company is true and correct in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (e) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (d) the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters Underwriter for use inclusion in the Registration Statement and Prospectus, as the case may be. Except for the registration rights granted under the Underwriter's Warrants, to the Selling Security Holders named in the Registration Statement, or as disclosed in the Prospectus, no holders of any securities of the Company or of any options, warrants or convertible or exchangeable securities of the Company exercisable for or convertible or exchangeable for securities of the Company, have the right to include any securities issued by the Company in the Registration Statement or any registration statement to be filed by the Prospectus is the statements specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] paragraph under the section captioned "Underwriting" in the Registration Statement and the Prospectus, (ii) the concession and reallowance figures contained in the paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iii) stabilizing and passive market making activities under the paragraph captioned "Short Sales, Stabilizing Transactions and Penalty Bids" under the section captioned "Underwriting" in the Registration Statement and the ProspectusCompany.

Contents of Registration Statement. As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (e) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (d) the Company acknowledges that the only information furnished in writing by the Underwriters for use in the Registration Statement or the Prospectus is the statements specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] table immediately following the first paragraph under the section captioned "Underwriting" in the Registration Statement and the Prospectus, (ii) the concession and reallowance figures contained in the second paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iii) stabilizing and passive market making activities under the paragraph captioned "Short Salesparagraphs twelve, Stabilizing Transactions thirteen and Penalty Bids" under fourteen in the section captioned "Underwriting" in the Registration Statement and the Prospectus.

Contents of Registration Statement. As On the Effective Date, and at all times subsequent thereto for so long as the delivery of a prospectus is required in connection with the offering or sale of any of the time any part of the Registration Statement (or any post-effective amendment theretoSecurities, including a registration statement (if any) filed pursuant to Rule 462(b) of the Securities Act) became effective, upon the filing or first use (within the meaning of the Securities Act) of the Prospectus (or any supplement to the Prospectus) and at any Closing Date (as defined herein) (a) the Registration Statement did not or will not contain and the Prospectus shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and (b) neither the Registration Statement nor the Prospectus shall include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading; provided, (b) however, that the Company, makes no representations, warranties or agreements as to information contained in or omitted from the Registration Statement or Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriters specifically for use in the preparation thereof. It is understood that the statements set forth in the Prospectus with respect to stabilization, the material set forth under the caption "UNDERWRITING," the information on the cover page of the Prospectus regarding the underwriting arrangements and the Prospectus comply and, as amended or supplemented, if applicable, will comply identity of the Underwriters' Counsel under the caption "LEGAL MATTERS," which information the Underwriters hereby represents and warrants to the Company is true and correct in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (c) each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (d) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter set forth in the section of the Registration Statement and the Prospectus captioned "Underwriting" that was furnished to the Company in writing by such Underwriter through you expressly for use therein and (e) the statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate. With respect to the exception set forth at clause (d) the Company acknowledges that constitute the only information furnished in writing by or on behalf of the Underwriters for use in the Registration Statement or the Prospectus is the statements specifically relating to (i) the aggregate number of Firm Shares that the Underwriters have severally agreed to purchase contained in the [ • ] paragraph under the section captioned "Underwriting" inclusion in the Registration Statement and the Prospectus, (ii) as the concession and reallowance figures contained in the paragraph captioned "Commissions and Discounts" under the section caption "Underwriting" in the Registration Statement and the Prospectus, and (iii) stabilizing and passive market making activities under the paragraph captioned "Short Sales, Stabilizing Transactions and Penalty Bids" under the section captioned "Underwriting" in the Registration Statement and the Prospectuscase may be.