Common use of No Misstatement or Omission Clause in Contracts

No Misstatement or Omission. The Registration Statement, when such part became or becomes effective, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectus, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, on the date of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) do not apply to statements in or omissions from the Registration Statement, the Prospectus, or the Disclosure Package, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company by Canaccord for use therein, it being understood and agreed that the only such information furnished by Canaccord to the Company consists of the information described in Section 10(b) below.

No Misstatement or Omission. The Registration StatementStatement and any post-effective amendment thereto, when such part at the time it became or becomes effective, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectus, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed complied or will conform comply in all material respects with the requirements Securities Act. The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, complied or will comply in all material respects with the Securities Act Act. The Registration Statement and any post-effective amendment thereto, at the Rules and Regulations; each part of the Registration Statement, when such part time it became or becomes effective, did not or and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commissionits date, did not and, as of each Point of Sale and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration StatementStatement or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord the Sales Agent furnished to the Company in writing by Canaccord the Sales Agent expressly for use therein, it being understood including, but not limited to, the third, eighth and agreed that eleventh paragraphs under the only heading “Plan of Distribution” in the ATM Prospectus. “Point of Sale” means, for a Placement, the time at which an acquiror of Placement Shares entered into a contract, binding upon such information furnished by Canaccord acquiror, to the Company consists of the information described in Section 10(b) belowacquire such Placement Shares.

No Misstatement or Omission. The Registration StatementProspectus when filed will comply or complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement and any post-effective amendment or supplement thereto, at the time it became or becomes effective, complied and, as of each of the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not or and, as of each Settlement Date, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Dateits date, did not or and, as of each of the Settlement Dates, if any, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord Cowen furnished to the Company in writing by Canaccord Cowen expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration Statement, Prospectus when such part became or becomes effective, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectus, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed filed complied or will conform comply and, as amended or supplemented, if applicable, will comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part became any Rule 462(b) Registration Statement, and any post-effective amendments or supplements thereto, at the time it becomes effectiveeffective and as of each Settlement Date, did if any, will comply in all material respects with the Securities Act and will not or and, as of each Settlement Date, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the as amended or supplemented, as of its date and as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or if any, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord Cowen expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each of the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not or and, as of each of the Settlement Dates, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Dateits date, did not or and, as of each of the Settlement Dates, if any, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord Cowen furnished to the Company in writing by Canaccord Cowen expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not or and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commissionits date, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such did not and, as of each Applicable Time, taken together (collectivelyif any, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord KBCM or Cantor Xxxxxxxxxx & Co. (the “Alternate Manager”, and together with KBCM, the “Managers”) furnished to the Company in writing by Canaccord the Managers expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement and any post-effective amendments thereto, at the time it became effective or becomes effectiveits date, as applicable, complied and, as of each of the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not or and, as of each of the Settlement Dates, if any, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, on the date of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary required to be stated make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, as of each of the Settlement Dates, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with written information relating to Canaccord furnished to the Company by Canaccord Cowen expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each of the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not or and, as of each of the Settlement Dates, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Dateits date, did not or and, as of each of the Settlement Dates, if any, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements information contained in or omissions omitted from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord Cowen furnished to the Company in writing by Canaccord Cowen expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part became or any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it becomes effectiveeffective and, as of each of the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not or and, as of each of the Settlement Dates, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Dateits date, did not or and, as of each of the Settlement Dates, if any, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord Cowen furnished to the Company in writing by Canaccord Cowen expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not or and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commissionits date, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such did not and, as of each Applicable Time, taken together (collectivelyif any, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord [Agent] or [Agent], [Agent], [Agent], [Agent], [Agent], or [Agent] (the “Alternate Managers”, and together with [Agent], the “Managers”) furnished to the Company in writing by Canaccord the Managers expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each of the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not or and, as of each of the Settlement Dates, if any, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, on the date of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary required to be stated make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, as of each of the Settlement Dates, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord the Agent furnished to the Company in writing by Canaccord the Agent expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed will comply and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part became or any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments thereto, at the time it becomes effective, did will comply and as of each of the Settlement Dates, if any, will comply in all material respects with the Securities Act and will not or and, as of each Settlement Date, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commissionits date, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an and, as of each of the Settlement Dates, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord Cowen furnished to the Company in writing by Canaccord Cowen expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each of the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not or and, as of each of the Settlement Dates, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Dateits date, did not or and, as of each of the Settlement Dates, if any, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord Xxxxxxxxxx furnished to the Company in writing by Canaccord Xxxxxxxxxx expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or becomes effectiveits date, as applicable, complied and as of the Closing Date will comply in all material respects with the Securities Act and did not or and, as of the Closing Date will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Dateits date, did not or and, as of the Closing Date will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, the Prospectus, Statement or any post-effective amendment thereto or the Disclosure Package, Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with information relating the Underwriter’s Information. There are no contracts or other documents required to Canaccord furnished be described in the Registration Statement or such incorporated documents or to be filed as exhibits to the Company by Canaccord for use Registration Statement or such incorporated documents which have not been described or filed as required; insofar as such descriptions summarize legal matters, agreements, documents or proceedings discussed therein, it being understood such descriptions are accurate and agreed that the only fair summaries of such information furnished by Canaccord to the Company consists of the information described in Section 10(b) belowlegal matters, agreements, documents or proceedings.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or becomes effectiveits date, as applicable, complied and as of each Representation Date, complied in all material respects with the Securities Act and did not and, as of each Representation Date, did not or and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Dateits date, did not or and, as of each Representation Date, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished Agent’s Information (as defined below). There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Company by Canaccord Registration Statement which have not been described or filed as required. As used herein, “Time of Sale” means with respect to each offering of Placement Shares pursuant to this Agreement, the time of Cxxxx’x initial entry into contracts with purchasers for use therein, it being understood and agreed that the only sale of such information furnished by Canaccord to the Company consists of the information described in Section 10(b) belowPlacement Shares.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not or and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commissionits date, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such did not and, as of each Applicable Time, taken together (collectivelyif any, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord CF&Co or Xxxxxx Xxxxxxxxxx Xxxxx LLC or MLV & Co. LLC (the “Alternate Managers”, and together with CF&Co, the “Managers”) furnished to the Company in writing by Canaccord the Managers expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration Statement, when such part became or becomes effective, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectus, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, on the date of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) do not apply to statements in or omissions from the Registration Statement, the Prospectus, or the Disclosure Package, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company by Canaccord for use therein, it being understood and agreed that the only such information furnished by Canaccord to the Company consists of the information described in Section 10(b) below.

No Misstatement or Omission. The Registration StatementProspectus when filed will comply or complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part became or any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it becomes effective, and, as of each of the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not or and, as of each of the Settlement Dates, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Dateits date, did not or and, as of each of the Settlement Dates, if any, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord Cowen furnished to the Company in writing by Canaccord Cowen expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed will comply or complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part became the Prospectus and any post-effective amendments or supplements thereto, at the time it becomes effectiveeffective or its date, as applicable, will comply or complied and as of each Representation Date, complied and will comply in all material respects with the Securities Act and did not and, as of each Representation Date, did not or and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Dateits date, did not or and, as of each Representation Date, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished Agent’s Information (defined below). There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Company by Canaccord Registration Statement which have not been described or filed as required. As used herein, “Time of Sale” means (i) with respect to each offering of Shares pursuant to this Agreement, the time of Cxxxx’x initial entry into contracts with purchasers for use thereinthe sale of such Shares and (ii) with respect to each offering of Shares pursuant to any relevant Terms Agreement, it being understood and agreed that the only time of sale of such information furnished by Canaccord Shares to the Company consists of the information described in Section 10(b) belowCowen.

No Misstatement or Omission. The Registration StatementProspectus when filed will comply or complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part became or any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it becomes effective, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not or and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commissionits date, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such did not and, as of each Applicable Time, taken together (collectivelyif any, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord the Sale Agent expressly for use therein, it being understood and agreed . The parties hereto agree that the only such information furnished provided in writing by Canaccord to the Company consists or on behalf of the information described Sales Agents expressly for use in Section 10(bthe Registration Statement, any Rule 462(b) belowRegistration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the material referred to in Schedule 5 hereto, as updated from time to time.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or becomes effectiveits date, as applicable, complied and as of each Representation Date, will comply in all material respects with the Securities Act and did not or and, as of each Representation Date, complied and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commissionits date, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Timedid not and, taken together (collectively, and with respect to any Shares, together with the public offering price as of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Representation Date, did not or and will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished Agent’s Information (defined below). There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Company by Canaccord Registration Statement which have not been described or filed as required. As used herein, “Time of Sale” means with respect to each offering of Shares pursuant to this Agreement, the time of Xxxxx’x initial entry into contracts with purchasers for use thereinthe sale of such Shares. “Agent’s Information” means, it being understood solely the following information in the Prospectus: the eighth and agreed that tenth paragraphs under the only such information furnished by Canaccord to caption “Plan of Distribution” in the Company consists of the information described in Section 10(b) belowProspectus.

No Misstatement or Omission. The Registration Statement, Prospectus when such part became or becomes effective, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectus, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed filed complied or will conform comply and, as amended or supplemented, if applicable, will comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part became or any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it becomes effectiveeffective and as of each Settlement Date, did if any, will comply in all material respects with the Securities Act and will not or and, as of each Settlement Date, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the as amended or supplemented, as of its date and as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or if any, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord Cowen expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed will comply or complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements Securities Act. Each of the Registration Statement and any post-effective amendments or supplements thereto, at the time it becomes effective or its date, as applicable, will comply and as of each of the Settlement Dates, if any, will comply in all material respects with the Securities Act and the Rules and Regulations; each part of the Registration Statement, when such part became or becomes effective, did not or and, as of each Settlement Date, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Dateits date, did not or and, as of each of the Settlement Dates, if any, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration StatementStatement or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord Cowen furnished to the Company in writing by Canaccord Cowen expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or becomes effectiveits date, as applicable, complied and as of each of the Settlement Dates, if any, complied in all material respects with the Securities Act and did not and, as of each Settlement Date, if any, did not or and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Dateits date, did not or and, as of each of the Settlement Dates, if any, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord Cowen furnished to the Company in writing by Canaccord Cowen expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not or and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commissionits date, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such did not and, as of each Applicable Time, taken together (collectivelyif any, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord Liquidnet or KeyBanc Capital Markets, Inc., Cantor Xxxxxxxxxx & Co., Barclays Capital Inc., BMO Capital Markets Corp. or Mitsubishi UFJ Securities (USA), Inc. (the “Alternate Managers”, and together with Liquidnet, the “Managers”) furnished to the Company in writing by Canaccord the Managers expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed will comply or complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part became or any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it becomes effective, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not or and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commissionits date, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such did not and, as of each Applicable Time, taken together (collectivelyif any, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord the Sale Agent expressly for use therein, it being understood and agreed . The parties hereto agree that the only such information furnished provided in writing by Canaccord to the Company consists or on behalf of the information described Sales Agent expressly for use in Section 10(bthe Registration Statement, any Rule 462(b) belowRegistration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the material referred to in Schedule 4 hereto, as updated from time to time.

No Misstatement or Omission. The Registration Statement, when such part it became or becomes effective, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectus, and any amendment or supplement thereto, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Datesuch Prospectus or amendment or supplement, conformed or and will conform in all material respects with the requirements of the Securities Act Act. At each Applicable Time, the Registration Statement and the Rules and Regulations; each part Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. The preceding three sentences do not apply to the financial statement information filed by the Company in its amended Current Report on Form 8-K/A filed on August 5, 2016 with respect to the acquisition of substantially all of the assets and the assumption of certain liabilities of the One Account Student Checking and Refund Management Disbursement business from Higher One, Inc. and Higher One Holdings, Inc., which financial statement information was filed in lieu of the financial statement information otherwise required by Rule 3-05 of Regulation S-X pursuant to a waiver provided by the staff of the Commission in its letter addressed to the Company dated May 19, 2016. The Registration Statement, when such part it became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date(defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statementupon, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) do not apply to statements in or omissions from the Registration Statement, the Prospectus, or the Disclosure Package, made in reliance upon and in conformity with with, information relating to Canaccord furnished to the Company by Canaccord the Distribution Agents specifically for use therein, it being understood and agreed that in the only such information furnished by Canaccord to the Company consists of the information described in Section 10(b) belowpreparation thereof.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not or and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commissionits date, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such did not and, as of each Applicable Time, taken together (collectivelyif any, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord Mitsubishi or KeyBanc Capital Markets, Inc., Cantor Xxxxxxxxxx & Co., Barclays Capital Inc., BMO Capital Markets Corp. or Liquidnet, Inc. (the “Alternate Managers”, and together with Mitsubishi, the “Managers”) furnished to the Company in writing by Canaccord the Managers expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed will comply or complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part became or any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it becomes effective, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not or and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commissionits date, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such did not and, as of each Applicable Time, taken together (collectivelyif any, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord the Sale Agent expressly for use therein, it being understood and agreed . The parties hereto agree that the only such information furnished provided in writing by Canaccord to the Company consists or on behalf of the information described Sales Agent expressly for use in Section 10(bthe Registration Statement, any Rule 462(b) belowRegistration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the material referred to in Schedule 5 hereto, as updated from time to time.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not or and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commissionits date, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such did not and, as of each Applicable Time, taken together (collectivelyif any, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord [Agent] or [Agent 2], [Agent 3], [Agent 4], [Agent 5], [Agent 6] or [Agent 7] (the “Alternate Managers”, and together with [Agent], the “Managers”) furnished to the Company in writing by Canaccord the Managers expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or becomes effectiveits date, as applicable, complied and as of each Representation Date complied and will comply in all material respects with the Securities Act and did not or and, as of each Representation Date did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Dateits date, did not or and, as of each Representation Date, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished Agent’s Information (as defined below). There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Company by Canaccord Registration Statement which have not been described or filed as required. As used herein, “Time of Sale” means (i) with respect to each offering of Shares pursuant to this Agreement, the time of Xxxxx’x initial entry into contracts with purchasers for use thereinthe sale of such Shares and (ii) with respect to each offering of Shares pursuant to any relevant Terms Agreement, it being understood the time of sale of such Shares to Xxxxx. “Agent’s Information” means, solely the following information in the Prospectus: the fifth paragraph and agreed that the only such information furnished by Canaccord to the Company consists last sentence of the information described eighth paragraph under the caption “Plan of Distribution” in Section 10(b) belowthe Prospectus.

No Misstatement or Omission. The Registration StatementProspectus when filed, when such part became or becomes effective, at any deemed effective date pursuant to Rule 430B(f)(2) on the date and as of filing thereof with the Commission and the Prospectus, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Representation Date, conformed complied and, as amended or supplemented, if applicable, will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement, and any post-effective amendment thereto, at the time it became effective or becomes effectiveits date, as applicable, and as of each Representation Date, complied and will comply in all material respects with the Securities Act and did not or not, as of each Representation Date, and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Dateits date, did not or and, as of each Representation Date, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished Agent’s Information (as defined below). There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Company by Canaccord Registration Statement which have not been described or filed as required. As used herein, “Time of Sale” means with respect to each offering of Placement Shares pursuant to this Agreement, the time of Xxxxx’x initial entry into contracts with purchasers for use therein, it being understood and agreed that the only sale of such information furnished by Canaccord to the Company consists of the information described in Section 10(b) belowPlacement Shares.

No Misstatement or Omission. The Registration StatementProspectus when filed complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and, as of each Applicable Time, if any, will comply in all material respects with the Securities Act and did not or and, as of each Applicable Time, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commissionits date, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such did not and, as of each Applicable Time, taken together (collectivelyif any, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord KBCM or BMO Capital Markets Corp., Cantor Xxxxxxxxxx & Co., Barclays Capital Inc., Mitsubishi UFJ Securities (USA), Inc. or Liquidnet, Inc. (the “Alternate Managers”, and together with KBCM, the “Managers”) furnished to the Company in writing by Canaccord the Managers expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration StatementProspectus when filed will comply or complied and, when such part became as amended or becomes effectivesupplemented, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectusif applicable, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed or will conform comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part became or any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it becomes effectiveeffective and as of each of the Settlement Dates, if any, will comply in all material respects with the Securities Act and did not or and, as of each of the Settlement Dates, if any, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commission, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Dateits date, did not or and, as of each of the Settlement Dates, if any, will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord Cowen expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.

No Misstatement or Omission. The Registration Statement, Prospectus when such part became or becomes effective, at any deemed effective date pursuant to Rule 430B(f)(2) on the date of filing thereof with the Commission and the Prospectus, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed filed complied or will conform comply and, as amended or supplemented, if applicable, will comply in all material respects with the requirements of the Securities Act and the Rules and Regulations; each part Act. Each of the Registration Statement, when such part became any Rule 462(b) Registration Statement, and any post-effective amendments or supplements thereto, at the time it becomes effectiveeffective and as of each Applicable Time, complied and will comply in all material respects with the Securities Act and will not and, as of each Applicable Time, if any, did not or and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the . The Prospectus, on the date as amended or supplemented, as of filing thereof with the Commissionits date, and the Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such and, as of each Applicable Time, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Applicable Time and Settlement Date, did not or will not include an contain any untrue statement of a material fact or omit to state a material fact necessary required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by Canaccord expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus(es). The representations and warranties set forth in this subsection (b) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or the Disclosure Packageany amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord Cowen expressly for use therein, it being understood and agreed that . There are no contracts or other documents required to be described in the only such information furnished by Canaccord Prospectus or to be filed as exhibits to the Company consists of the information Registration Statement which have not been described in Section 10(b) belowor filed as required.